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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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.

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 the which case, such representations and warranties in Sections 3.01 (first sentence with respect to the 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, 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; and (cd) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension Borrowing, Commitment Increase, increase or extension, as applicable, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of credit) the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, 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 maximum Consolidated Total Leverage Ratio permitted under Section 6.12 for such period. Each Borrowing, extension, increase, Commitment Increase and 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 sentencethereof.

Each Credit Event. The obligation of each Lender to make any Loana Loan (other than pursuant to a Mandatory Borrowing), and of the each Issuing Bank to issue, amendamend (other than in a manner that does not increase the maximum stated amount of such Letter of Credit), renew renew, or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19, the effectiveness of any Incremental Facilities pursuant to Section 2.20 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is additionally subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions: (a) Solely in the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request in accordance with Section 2.3. (b) All 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 the making of such Loan Loan, such issuance, amendment renewal or extension of such Letter of Credit, or the date effectiveness of such Commitment Increase, Incremental Facility or extension, as applicable, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. (c) At the time of and immediately after giving effect to the making of such Loan, such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as the effectiveness 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 CreditIncremental Facility, as applicable, no Default or Event of Default shall have occurred and be continuing; and (c) either (i) . The making of each Loan, 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, amendment (other than an amendment that does not change the maximum stated amount of such Letter of Credit) renewal or extension of a each Letter of Credit and the effectiveness of each Incremental Facility shall be deemed to constitute a representation and warranty by each Borrower that the Borrower conditions specified in paragraphs (b) and (c) of this Section 4.2 have been satisfied as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection solely with the Incremental Facilities, if the proceeds of such Incremental Facilities are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the date thereof as availability of, or on obtaining, third-party financing and the applicable Incremental Lenders so agree, the reference in Section 4.2(b) to the matters specified accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the preceding sentenceapplicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the applicable Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby) and the reference in Section 4.2(c) to the absence of any Default or Event of Default shall be disregarded unless the Lenders providing the applicable Incremental Facility expressly require the absent of specified Events of Default, in which case such specified Events of Default shall be no broader than the types described in Section VII(a), Section VII(b), Section VII(h), and Section VII(i).

Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (exclusive of continuations and conversions of a 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: (ai) 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 the representations and warranties in Sections 3.01 (first sentence with respect except to the Obligors), 3.02, 3.04, 3.11 extent that any representation 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, warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty applicable (other than those representations and warranties that refers expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such specific earlier date;). (bii) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and (c) either (i) the aggregate Covered Debt Amount (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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing (exclusive of continuations and conversations of 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 paragraphs (i) and (ii) of this Section. (b) In addition to the preceding sentenceother conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuing Bank will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the Issuing Bank of the following: (i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in clause (i) of Section 2.21(a); (ii) in the case of a Defaulting Lender, without limiting the provisions of Section 2.21(b), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated 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; and (iii) in the case of a Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to the Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.18 will be deemed adjusted to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.

Each Credit Event. The obligation of each Lender Each Credit Event and any credit extension pursuant to make any Loan, and of the Issuing Bank to issue, amend, renew Sections 2.22 or extend any Letter of Credit, 2.23 is additionally subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditionsconditions on the date of such Credit Event: (a) the The Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The applicable representations and warranties of each Loan Party which is a party to any Loan Document on the Borrower set forth date of such Credit Event which are contained in (i) Article III of this Agreement and in the or (ii) any other Loan Documents Document in effect on the date of such Credit Event shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Credit Event; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or the similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date of issuance, amendment, renewal such Credit Event or extension of such Letter of Creditearlier date, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (bc) at At the time of and immediately after giving effect to such Loan Credit Event no Event of Default or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (d) After the Closing Date, (i) no Subsidiary shall have been designated as an Unrestricted Subsidiary, and (ii) no Indebtedness, Liens, Investments or Restricted Payments shall have been incurred or made after the Closing Date in reliance on any of the Shut-Off Baskets (other than Indebtedness (and Liens securing such Indebtedness) the Net Proceeds of which are used to reduce the Term Loan Commitments or prepay Term Loans in accordance with Sections 2.08(a) and 2.11(b), as applicable); and (ce) either The Agents and Arranger, as applicable, shall have received all fees due and payable thereto or to any Lender on or prior to the date of such Credit Event and, to the extent invoiced at least three (i3) Business Days prior to the aggregate Covered Debt Amount date of such Credit Event, reimbursement or payment of all reasonable and documented out-of-pocket expenses (after giving effect to such extension including reasonable and documented fees, charges and disbursements of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered counsel to the Administrative Agent and the Arranger), in each case, required to be reimbursed 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 paid by the Borrower Loan Parties hereunder under this Agreement on or prior to the date thereof as to the matters specified in the preceding sentenceof such Credit Event.

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing), of the Swingline Lender to make a Swingline Loan, and of the any Issuing Bank to issue, amendrenew, renew or extend and/or increase the amount of 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 the except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in Sections 3.01 (first sentence with respect to the 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 respectstext thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, or, as to any such representation or warranty applicable (other than those representations and warranties that refers expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such specific date;earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)). (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and. (c) either (i) For any General Loan or issuance, renewal, extension or increase of any Letter of Credit made during a Collateral Trigger Period, at the aggregate Covered Debt Amount (time thereof and immediately after giving effect to thereto, the General Credit Exposure at such extension of credit) time shall not exceed the Borrowing Base reflected CNTA Cap. (d) For any Development Loan made on or following the Borrowing Base Certificate most recently delivered to Initial Designation Effective Date, the Administrative Agent or (ii) the Borrower Development Designation Conditions 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)been satisfied. Each Borrowing Borrowing, each Swingline Loan and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) (and, as applicable, (c) and (d)) of this Section.

Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend loan its Applicable Percentage of each Borrowing and the obligation of any Letter of Credit, Credit Issuer to issue Letters of Credit on the date any Letter of Credit is additionally to be issued is subject to the further satisfaction of the following conditions: (a) timely receipt by Administrative Agent of a Request for Borrowing or Request for Letter(s) of Credit (as applicable); (b) immediately before and after giving effect to such Borrowing or issuance of such Letter(s) of Credit, no Default or Event of Default shall have occurred and be continuing and neither such Borrowing nor the issuance of such Letter(s) of Credit (as applicable) shall cause a Default or Event of Default; (c) the representations and warranties of the Borrower set forth each Credit Party contained in this Agreement and in the other Loan Documents Papers shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable), orexcept (i) to the extent such representations and warranties are expressly stated as of a certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty that refers (as so qualified) shall continue to a specific date, as of such specific datebe true and correct in all respects; (bd) at the time funding of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension issuance of such Letter Letter(s) of Credit, Credit (as applicable) and all other Borrowings to be made and/or Letter(s) of Credit to be issued (as applicable) on the same day under this Agreement, no Default shall have occurred not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and be continuing(z) the then effective Aggregate Elected Commitment Amount); and (ce) either (ifollowing the issuance of any Letter(s) of Credit, the aggregate Covered Debt Amount (after giving effect to such extension Letter of credit) Credit Exposure of all Banks shall not exceed the lesser of (x) $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or and (iiz) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount then effective Aggregate Elected Commitment Amount). (after giving effect to such extension of creditf) 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and the issuance of each issuance, amendment, renewal or extension of a Letter of Credit hereunder shall be deemed to constitute a representation and warranty by the Borrower that on the date thereof of such Borrowing or issuance of such Letter of Credit (as to applicable) the matters specified statements contained in the preceding sentencesubclauses (b), (c), (d) and (e) above are true.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), 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 review 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a 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) Liquidity 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be less than $1,500,000,000. Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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 (other than those representations and warranties that are expressly qualified by an Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; and (c) either (i) the aggregate Covered Debt Amount (Borrower shall have delivered the required Notice of Borrowing. In addition to the other conditions precedent herein set forth, if any Revolving Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated by any combination satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) shall not exceed in the Borrowing Base reflected on case of a Defaulting Lender, the Borrowing Base Certificate most recently delivered LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.26(a)(1); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.26(a)(2), the Borrower Cash Collateralizes its reimbursement obligations in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent Agent, the Issuing Bank 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, however, that (iia) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension sum of credit) shall each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Borrowing Base after giving effect Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be a 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 sentenceparagraphs (a), (b) and (c) of this Section 3.2.

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, provided that such materiality qualifications shall not apply in respect of any Borrowing and issuance or deemed issuance of a Letter of Credit under this Agreement on the case of Effective Date) with the representations and warranties in Sections 3.01 (first sentence with respect to the 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) 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 (i) 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, (ii) any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects, (iii) any representation or warranty which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of updated disclosure schedules reflecting such changes upon the request of the Administrative Agent, not more frequently than quarterly and (iv) any representation or warranty in Section 3.15 which is no longer true and correct to the extent resulting from changes after the Effective Date from any actions, sales, mergers, acquisitions, dispositions or other transactions permitted under this Agreement shall have been updated by delivery by the Company to the Administrative Agent of an updated Schedule 3.15 reflecting such changes); (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; and (c) either (i) the aggregate Covered Debt Amount (after 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Revolving Exposure Limitations. 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 sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is additionally are each subject to receipt of the Borrower’s request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (provided that, on the Closing Date, only the conditions in paragraphs (a) and (d) of this Section must be satisfied): (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and in the other Loan Financing Documents shall be true and correct (or, following the Closing Date, true and correct in all material respects (orit being understood that any representation and warranty that is qualified as to “materiality”, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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, “material adverse effect” or similar language shall be true and correct in all respectsrespects (after giving effect to any such qualification therein)) 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 ; provided that refers to those representations and warranties that speak only of a specific date, date shall only speak as of such specific date;; provided further that notwithstanding the foregoing, the only representations and warranties of each Credit Party that shall be required to be true and correct on and as of the Closing Date shall be those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.15, 3.18, 3.22 and 3.23. (b) Following the Closing Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and. (c) either Except in the case of Loans made on the Closing Date, the Agent shall have received a Borrowing Base Certificate dated no more than 31 days prior to the extension of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (id) the aggregate Covered Debt Amount (The total Credit Exposures, after giving effect to such extension of credit) such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not exceed the Borrowing Base reflected on lesser of (x) the aggregate Commitments then in effect and (y) the Borrowing Base Certificate as 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)certified. 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 sentenceparagraphs (a), (b) and (d) of this Section.

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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; andexist; (cb) 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, all representations and warranties of each Loan Party set forth in the Loan Documents shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered 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), except to the Administrative Agent 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; (iic) the Borrower shall have delivered an updated the required Notice of Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing Base Certificate demonstrating that of a Swingline Loan or the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not exceed be required to issue, amend or increase any Letter of Credit and the Borrowing Base after giving effect Swingline Lender will not be required to such extension make any Swingline Loans, unless they are satisfied that 100% of credit as well as any concurrent acquisitions of Portfolio Investments the related LC Exposure and Swingline Exposure is fully covered or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred eliminated pursuant to Section 6.01(g)2.26. 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 sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make any LoanLoan (other than the Loans made on the Effective Date), and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of CreditCredit (other than the Letters of Credit issued on the Effective Date and excluding the continuation or conversion of any Borrowing), is are additionally subject to the satisfaction of the following conditions: (a) the representations and warranties of the Borrower set forth in this Agreement Article IV, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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, applicable (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;); and (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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 clauses (a) and (b) of the immediately preceding sentence. In addition to the other conditions precedent herein set forth, if any Revolving Credit Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Issuing Lender will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit, and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Lender or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to the Issuer or the Swingline Lender in its sole discretion, in each case, in accordance with Section 2.20.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and Borrowing is subject to receipt of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject borrowing 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing (unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of issuance, amendment, renewal such credit extension or extension of on such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific earlier date, as of such specific date;the case may be. (b) 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 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). 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 (other than any Borrowing on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 4.02 and in Section 2.20 to the preceding sentencecontrary, to the extent that the proceeds of a Term Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Term Commitment Increase shall be the conditions precedent set forth in the related Incremental Term Facility Amendment.

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:conditions (subject, in all respects to the terms of Section 1.06, if such Borrowing is in connection with the Kosmos Acquisition): (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 (orexcept for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in the case of the representations which such representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respects) ), on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers is stated to a specific relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of such specific earlier date;; provided that, if such Borrowing is in connection with the Kosmos Acquisition then only the Specified Representations and Specified Acquisitions Agreement Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); provided, further that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of Kosmos Acquisition Agreement Material Adverse Effect for purposes of any such representations and warranties made or deemed made on, or as of, the date of such Borrowing in connection with the Kosmos Acquisition (or any date prior thereto). (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; and provided that, if such Borrowing is in connection with the Kosmos Acquisition, then only Events of Default under Sections 7.01(a), (cb), (h) either and (i) in respect of the aggregate Covered Debt Amount (after giving effect to such extension of credit) Borrower, in each case, 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)occurred and be continuing. 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 sentenceparagraphs (a) and (b) of this 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 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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; and. (c) either After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the aggregate Credit Exposures shall not exceed the lesser of (i) the aggregate Covered Debt Amount (after giving total Revolving Commitments then in 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) other than in the Borrower case of a Protective Advance or an Overadvance, the Borrowing Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have delivered an updated received a Borrowing Base Certificate demonstrating that as of a date not earlier than the Covered Debt Amount (after giving effect last day of the most recent fiscal month ended at least 20 days prior to the date of such extension of credit) shall not exceed the Borrowing Base after giving effect to or such extension of credit as well as any concurrent acquisitions of Portfolio Investments issuance, amendment, renewal or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)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 Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) 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 the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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; and. (c) either After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the aggregate Covered Debt Amount Aggregate Revolving Commitment and (ii) the Borrowing Base. On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, ▇▇▇▇▇▇ USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.06(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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; andexist; (cb) 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, all representations and warranties of each Loan Party set forth in the Loan Documents shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered 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), except to the Administrative Agent 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; (iic) the Borrower shall have delivered an updated the required Notice of Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing Base Certificate demonstrating that of a Swingline Loan or 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are satisfied that one hundred percent (100.0%) of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit, in each case, shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSections 3.2(a) and (b).

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 (orexcept as to any representation or warranty qualified as to materiality or Material Adverse Effect, in the which case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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, such representation or warranty shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except, orto the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty 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; andcontinuing and the Administrative Agent or 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 any Borrowing or the issuance, amendment, renewal or extension 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of each of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, Credit 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; andexist; (cb) 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, all representations and warranties of each Loan Party set forth in the Loan Documents shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered 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), except to the Administrative Agent 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; (iic) the Borrower shall have delivered an updated the required Notice of Borrowing; and (d) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing Base Certificate demonstrating that of a Swingline Loan or the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall a Letter of Credit, as applicable, set forth in this Section 3.2, neither of the Issuing Banks will be required to issue, amend, renew or increase any Letter of Credit and the Swingline Lender will not exceed be required to make any Swingline Loans, unless they are satisfied that 100% of the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments related LC Exposure and Swingline Exposure is fully covered or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred eliminated pursuant to Section 6.01(g)2.26. 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 sentenceclauses (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any 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 Loan Parties and the Non-Recourse Pledgors 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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) 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 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; andcontinuing and no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit) any Letter of Credit, Availability shall not exceed be less than zero. (d) The making of such Loans or the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by, or subject the Administrative Agent Agent, any Lender 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 Issuing Bank to, any penalty or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)onerous condition under any applicable law. 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 4.02. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The Lender has no obligation of each Lender to make a Loan on the occasion of any Loan, and of the Issuing Bank Borrowing or to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of Credit unless the following conditionsconditions are satisfied: (a) the The representations and warranties of the Borrower (and each other party thereto) set forth in this Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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 relate to a specific date, an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such specific earlier date) or are already qualified as to materiality (in which case such representations and warranties 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 or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; (c) Since the date of the most recent financial statements, if any, delivered to Lender pursuant to Section 5.01, there has been no event or occurrence which has resulted in or would reasonably be expected to result in a Material Adverse Effect; (d) With respect to each Loan, Lender shall have received a completed and duly executed Borrowing Request and a Covenant Compliance Certificate duly executed by a Financial Officer; and (ce) either (i) the aggregate Covered Debt Amount (after giving effect With respect to such extension each Letter of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower Credit, Lender shall have delivered an updated Borrowing Base received a completed and duly executed Letter of Credit Application, Letter of Credit Request and a Covenant Compliance 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)duly executed by a Financial Officer. 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 thereof, immediately prior to and immediately following such Borrowing or issuance, amendment, renewal or extension, as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The After the Effective Date, 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 CreditCredit (other than any initial Borrowing under any First Lien Incremental Facility, is additionally subject to receipt of the request therefor in accordance herewith to the satisfaction of the following conditions:conditions (other than in the case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, which shall be subject to such conditions as of the LCT Test Date as provided in Section 1.06): (a) the The representations and warranties of the Borrower each Loan Party set forth in this Agreement and the First Lien Loan Documents (or in the other Loan Documents case of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction, customary specified representations) shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, orin each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, 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 date;the case may be; and (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 (or, in the case of any Borrowing under any Incremental Facility incurred in connection with a Permitted Acquisition or an Investment not prohibited by Section 6.04, no Specified 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02), other than a Borrowing under any First Lien Incremental Facility, and each issuance, amendment, renewal or extension of a Letter of Credit (other than any issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02 (which deemed representation, in the preceding sentencecase of any Borrowing the proceeds of which are used to finance a Limited Condition Transaction as to which an LCT Election has been made, shall be as of the LCT Test Date).

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 the provided that such representations and warranties in Sections 3.01 (first sentence with respect qualified as to the 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, materiality 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; and. (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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). 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 sentenceparagraphs (a), (b) and (c) of this Section.

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 conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; andexist; (cb) 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, all representations and warranties of each Loan Party set forth in the Loan Documents shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered 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), except to the Administrative Agent 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; (iic) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount required Notice of Borrowing; (d) to the extent any 364 Day Bridge Senior Unsecured Indebtedness is outstanding, after giving effect to such Borrowing, the Borrower is in compliance with clause (b) of the definition of 364 Day Bridge Senior Unsecured Indebtedness; and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of credit) shall a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not exceed be required to issue, amend or increase any Letter of Credit and the Borrowing Base after giving effect Swingline Lender will not be required to such extension make any Swingline Loans, unless they are satisfied that 100% of credit as well as any concurrent acquisitions of Portfolio Investments the related LC Exposure and Swingline Exposure is fully covered or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred eliminated pursuant to Section 6.01(g)2.26. 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 sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including the initial funding), 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, 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: (a) with respect to any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit after the Effective Date, no Default or Event of Default shall have occurred and be continuing; (b) with respect to any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit (i) on the Effective Date, the Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) after the Effective Date, 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 the except that any such representations and warranties that are qualified by materiality shall be true and correct in Sections 3.01 (first sentence with respect all respects), except to the Obligors)extent any such representations and warranties are expressly limited to an earlier date, 3.02in which case, 3.04, 3.11 such representations and 3.15 of this Agreement, warranties shall continue to be true and correct in Sections 2.01, 2.02 all material respects (except that any such representations and 2.04 through 2.09 of the Guarantee and Security Agreement, warranties that are qualified by materiality shall be true and correct in all respects) on and as of such specified earlier date; and (c) the date receipt by the Administrative Agent of such Loan a Borrowing Request in accordance with Section 2.03 or the date of issuance, amendment, renewal or extension of such a request for a Letter of CreditCredit and related Letter of Credit Agreement in accordance with Section 2.08(b), as applicable, or, as to any such representation or warranty that refers to . Each request for a specific date, as of such specific date; (b) at the time of Borrowing and immediately after giving effect to such Loan or each request for 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 sentenceSection 6.02(a) through (c).

Each Credit Event. The Except as expressly set forth in Section 2.18(a), 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, 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited and draft financial statements furnished pursuant to clauses (a) and (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they 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 extension or extension increase of such a 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 The Administration Agent or (ii) the Borrower shall have delivered an updated received a Borrowing Base Certificate demonstrating that the Covered Debt Amount Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (after giving effect to such extension of creditd) The Issuing Banks shall not exceed the Borrowing Base after giving effect to such extension of credit have received all documentation and assurances required under Section 2.19 or otherwise as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)shall be reasonably required by it in connection therewith. Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof as thereof. Notwithstanding anything to the matters specified in the preceding sentencecontrary herein, a conversion of a Borrowing to a different Type or a continuation of a Borrowing shall not be deemed to constitute a Borrowing for purposes of this Section 4.02.

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, including the initial Borrowing or issuance of a Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of the representations such applicable representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to any be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) at At the time of and immediately after giving pro forma effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no Default shall event or circumstance that could have occurred and be continuing; anda Material Adverse Effect. (cd) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving pro forma effect to such extension any Borrowing of credit) Loans, the Consolidated Cash Balance shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to Consolidated Cash Balance Threshold. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (iior an amendment, extension or renewal of a Letter 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 in accordance with Section 2.08(b), as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (c).

Each Credit Event. The obligation of each Lender to make 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:: 962ACTIVE 224321401v.2 (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 with the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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) 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 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; and, and (ii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit) any Letter of Credit, Availability shall not exceed be less than zero. (d) Solely after the Borrowing Base reflected on occurrence and during the Borrowing Base Certificate most recently delivered continuance of a Fixed Charge Trigger Event, the Borrower shall have demonstrated to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect Fixed Charge Trigger Event Borrowing Conditions shall be satisfied with respect to such Borrowing or the issuance, amendment, renewal or extension of credit) shall not exceed the Borrowing Base after giving effect to such extension Letter of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) and, if applicable, paragraph (d) of this Section.

Each Credit Event. The Issuer’s obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit hereunder is additionally subject to the satisfaction of the following conditions: (ai) Issuer shall have received a signed and completed application for such Credit substantially in the form attached hereto and otherwise in form and substance reasonably satisfactory to it; (ii) [Reserved]; (iii) Such Credit, or proposed amendment, shall be in form and substance reasonably satisfactory to Issuer and, with respect to any issuance of a Credit, such Credit may include a statement to the effect that it is being issued to replace an existing letter of credit; (iv) Issuer shall have received payment of all fees contemplated hereby in connection with any such issuance, amendment, renewal or extension; (v) At the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Credit, the total Letter of Credit Exposure will not exceed the Maximum Commitment Amount; (vi) No Default shall have occurred and be continuing immediately before or after giving effect to the issuance, amendment, renewal or extension of such Credit; (vii) The representations and warranties of the Borrower set forth Applicant contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 both before and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, other than any such representation or warranty that, by its terms, refers to a specific date other than the date of such issuance, amendment, renewal or extension, in which case as applicableof such specific date; (viii) No Change in Law shall have occurred, no Default order, judgment or decree of any Governmental Authority shall have occurred been issued, and no litigation shall be continuingpending or threatened, which enjoins, prohibits or restrains (or with respect to any litigation seeks to enjoin, prohibit or restrain), the reimbursement of Issuer contemplated hereunder, the issuance of any Credit, or the consummation of any of the other transactions contemplated hereby or the use of proceeds of the Credit permitted hereunder; (ix) [Reserved]; (x) Issuer, in its sole discretion, shall have determined that the issuance of such Credit does not negatively impact the group sustainability principles or reputation of the Issuer; (xi) Issuer, in its sole discretion, shall have determined that the issuance of such Credit shall not cause any negative compliance implications or resulting sanctions to be brought upon Issuer; (xii) Such Credit shall be issued during the Commitment Period; and (cxiii) either (i) the aggregate Covered Debt Amount (after 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of such Credit, such Credit shall be deemed to constitute a representation and warranty by not have an expiration date occurring after the Borrower on earlier of (A) one year after the date of such issuance, amendment, renewal or extension and (B) the Scheduled Termination Date, provided that any Credit with a one-year tenor may provide for the extension thereof as to for additional one-year periods (which shall in no event extend beyond the matters specified in the preceding sentence.Scheduled Termination Date),

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified 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 (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent or Agent); and (iid) the Borrower Administrative Agent shall have delivered an updated received a request for the Borrowing Base Certificate demonstrating that or the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall not exceed the Borrowing Base after giving effect to such extension Letter of credit Credit as well required by Section 2.03, 2.04 or 2.05(b), as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 (other than the representations and warranties set forth in Section 2.01 and Section 2.04 of the Guarantee and Security Agreement) shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa 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) (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), (k) or (n) shall have occurred and be continuing, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, 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 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 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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.;

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 Holdings and the Borrower Company set forth in this Agreement (other than those set forth in Sections 3.5(c) 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 the provided that such representations and warranties in Sections 3.01 (first sentence with respect qualified as to the 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, materiality shall be true and correct in all respectscorrect) on and as of the date of such Loan or Borrowing 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; and. (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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). 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 sentenceparagraphs (a), (b) and (c) of this 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 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 to which it is a party shall be true and correct in all material respects (or, in the case of the other than representations and warranties that are subject to a Material Adverse Effect or a materiality qualifier, in Sections 3.01 (first sentence with respect to the Obligors), 3.02, 3.04, 3.11 which case such representations 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, warranties shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent such representations and warranties expressly relate to an earlier date, as to any in which case such representation or warranty representations and warranties shall be true and correct in all material respects (other than representations and warranties that refers were subject to a specific dateMaterial Adverse Effect or a materiality qualifier, in which case such representations and warranties shall have been true and correct) in each case as of such 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; and. (c) either With respect to the issuance of any Letter of Credit or the making of any Swingline Loan, there is no Defaulting Lender at the time such Swingline Loan is to be made or Letter of Credit is to be issued, unless the L/C Exposure or Swingline Exposure of such Defaulting Lender is re-allocated to non-Defaulting Lenders and/or the Borrower has Cash Collateralized or made other arrangements with respect to any such non-reallocated Exposure of such Defaulting Lender all in accordance with Section 2.22.2.22 (d) With respect to the making of any Term Loan, the Administrative Agent shall have received (i) evidence satisfactory to it that (A) the aggregate Covered Debt Amount (after giving effect to Borrower has repurchased, has irrevocably tendered for and repurchased, or concurrently with the making of such extension Term Loans will irrevocably accept tenders of credit) and repurchase, a portion of each or any of the Applicable Senior Notes and pay for accrued interest and premium thereon, provided that the principal amount of the Term Loans requested or made shall not exceed the Borrowing Base reflected on actual purchase price (including as a result of any discount to par), accrued interest and premium thereon of the Borrowing Base Certificate most recently delivered Applicable Senior Notes repurchased or to be repurchased, and (B) upon such repurchase, the Administrative Agent original principal amount of the Applicable Senior Notes so repurchased will no longer be due or owing under the relevant Senior Notes documentation, and (ii) a certificate from an authorized officer of the Borrower 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 representing to the matters specified in accuracy of the preceding sentenceforegoing.

Each Credit Event. The obligation of each Lender the Lenders 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) Receipt by the Administrative Agent of a Borrowing Request. (b) 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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;. (bc) 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. (d) After giving effect to any requested Revolving Borrowing or the issuance of any requested Letter of Credit, Revolving Availability is not less than zero. (e) With respect to any requested Acquisition Borrowing: (i) other than with respect to the Acquisition Borrowing made on the Effective Date to refinance the outstanding acquisition loan under the Existing Credit Agreement, the conditions set forth in Section 2.07(b) shall also have been satisfied; (ii) after giving effect to the requested Acquisition Borrowing, the Acquisition Availability is not less than zero; and (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) has a first perfected lien on all assets of 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Loan Parties. 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 sentenceparagraphs (a), (b), (c), (d) and (e) of this Section, as applicable.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: 4.2.1. (ai) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa 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; 4.2.2. in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (b) other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and; (c) 4.2.3. 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 any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or Permitted payment of other Indebtedness that is included in the Covered Debt Amount; and 4.2.4. the Administrative Agent shall have received a request for the Borrowing or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each the issuance, amendment, renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty as required by the Borrower on the date thereof Section 2.03, 2.04 or 2.05(b), as to the matters specified in the preceding sentence.applicable. [[6408684]]

Each Credit Event. The obligation of each Lender to make any Loan (including, on the Third 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) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of the any portion of any representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)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.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and if the Borrower has exercised the Term Loan Election, the effectiveness of the Issuing Bank to issue, amend, renew or extend any Letter of Creditterm loan conversion on the Maturity Date, is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower set forth in this Agreement (other than the representations and warranties set forth in the other Loan Documents Sections 3.04(b) and 3.05) shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Creditconversion, 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 Creditconversion, as applicable, no Default (including, in the case of such conversion, a Default under Section 6.03) shall have occurred and be continuing; and. (c) either (i) In the aggregate Covered Debt Amount (after giving case of any Borrowing which would violate any limitation imposed by the board of directors of the Borrower in effect to such extension of credit) shall not exceed the Borrowing Base reflected on the date hereof on the principal amount of any financing or the outstanding principal amount of any financings of the Borrower, receipt by the Administrative Agent of a copy, certified by an appropriate officer of the Borrower, of the resolutions of the board of directors of the Borrower pursuant to which such Borrowing Base Certificate most recently delivered is authorized. (d) In the case of any Borrowing made on or after the date of consummation of the Acquisition, the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the consummation of the Acquisition, all in form and substance satisfactory to the Administrative Agent or and its counsel (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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuanceincluding a certificate, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on dated the date thereof as to of consummation of the matters specified Acquisition and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) (including, for this purpose, the preceding sentence.representations and warranties set forth in Sections 3.04(b) and 3.05) and (b) of Section 4.02

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 contained in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the Obligors)any representation and warranty qualified by materiality, 3.02Material Adverse Effect or similar language, 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 respectsrespects (after giving effect to any qualification therein)) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, as with respect to any such representation and warranty qualified by materiality, Material Adverse Effect or warranty that refers similar language, in all respects (after giving effect to a specific date, any qualification therein)) as of such specific earlier date;, and except that (i) for purposes of this Section 4.2, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), respectively and (ii) the representations and warranties contained in Sections 3.4(b) and 3.6 need only be true and correct and shall only be made as of the date of this Agreement. (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; and. (c) either The Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (id) In the aggregate Covered Debt Amount (after giving effect case of a Borrowing to such extension of credit) 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 the Borrowing Base Certificate most recently delivered to reasonable opinion of the Administrative Agent or (ii) the Borrower shall have delivered an updated Required Lenders, would make it impracticable for such Borrowing Base Certificate demonstrating that to be denominated in 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)relevant Alternative Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. In connection with the preceding sentenceestablishment of, and initial draw under, an Incremental Increase on the Incremental Effective Date with respect thereto, clauses (a) and (b) above shall be superseded by the provisions of Section 2.20(e).

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: conditions:(i) in the case of a Loan made in connection with a Specified Purchase, the Specified Representations (aimmediately 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 the any portion of any representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa 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 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 or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing or, any Concurrent 128 Revolving Credit 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.Term Loan Agreement

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 any extensions of credit or Borrowings under Section 2.20 or Section 2.23: (a) the i. 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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 to of such earlier date; provided further that any such representation or warranty that refers is qualified as to a specific “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as of such specific date;the case may be. (b) at ii. 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; 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 iii. The Administrative Agent or (ii) or, if applicable, the Borrower Swingline Lender, shall have delivered received an updated executed 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentamendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), 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 sentenceclauses (a) and (b) of this 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) 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing before and after giving effect to such Borrowing and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of issuance, amendment, renewal such Credit Extension or extension of on such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific earlier date, as of the case may be (after giving effect to such specific date;qualification). (b) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing. (c) Solely to the extent that immediately after giving effect to such Borrowing, the aggregate outstanding principal amount of Loans represents more than 30% of the aggregate Commitments, at the time of and immediately after giving effect to such Loan or Borrowing, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default Borrower shall have occurred be in compliance with the covenants set forth in Section 6.08 and be continuing; andSection 6.09 for the Test Period most recently ended on a pro forma basis. (cd) either (i) Solely to the aggregate Covered Debt Amount (extent that immediately after giving effect to such extension Borrowing, the aggregate outstanding principal amount of credit) shall not exceed Loans represents more than 30% of the Borrowing Base reflected on aggregate Commitments, at 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 (time of and immediately after giving effect to such extension Borrowing, the Borrower shall be in compliance with the Guarantor Coverage Test for the Test Period most recently ended. (e) The Administrative Agent shall have received a notice 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)borrowing in accordance with Article II hereof. Each Borrowing and each issuance, amendment, renewal (provided that a conversion or extension a continuation of a Letter Borrowing shall not constitute a “Borrowing” for purposes of Credit this Section) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), and, if applicable, (c) and (d) of this 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 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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; and. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such extension any Borrowing or the issuance of credit) any Letter of Credit, the aggregate Credit Exposures shall not exceed the lesser of (x) the aggregate Revolving Commitments or (y) (other than in the case of a Protective Advance or an Overadvance) the Borrowing Base reflected on Base, and the Administrative Agent shall have received a Borrowing Base Certificate as of a date not earlier than the last day of the most recently delivered recent fiscal month ended at least 20 days prior to the Administrative Agent date of such 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)issuance. 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 sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any 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 a)the representations and warranties of the Borrower each RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the ObligorsRCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 2.05 through 2.09 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 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 or Event of Default shall have occurred and be continuing; and and (c) either 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full, each RCC Party, as applicable, covenants and agrees with the Lenders that: SECTION

Each Credit Event. The obligation of each Lender (as applicable) to make a Loan on the occasion of any LoanBorrowing, of each 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 the except as to those representations and warranties in Sections 3.01 (first sentence with respect subject to the Obligors)a materiality qualifier, 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, 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, orexcept 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 (except as to any such representation or warranty that refers those representations and warranties subject to a specific datemateriality qualifier, which shall be true and correct in all respects) as of such specific earlier date;, and except for those which shall be no longer true due to changes in facts, circumstances or conditions not prohibited under the Loan Documents. (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; and. (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 complied with Section 2.05(b). (d) The Administrative Agent shall have received a Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension signed by a Financial Officer 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Borrower. 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 sentencethis Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including the initial funding but excluding any conversion or continuation of Loans pursuant to Section 2.04), 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; and. (cb) either The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (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 except to the Administrative Agent extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) on and as of the date of such 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 date 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash exists. (e) Prior to the IPO Effective Date, (i) the requirements of Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA, to the extent applicable to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, have been satisfied and (ii) if requested by the Administrative Agent, the Administrative Agent shall have received duly executed resolutions or consents demonstrating compliance with such Section 5.4(j) (or any similar or successor section) of the DPM HoldCo LLCA. Each request for a Borrowing (other than a conversion or continuation of Loans) and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a), (b), (d) and (e)(i).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) 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 the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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; and. (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 Aggregate Revolving Exposure shall not exceed the Borrowing Base reflected on then in effect. (d) In the Borrowing Base Certificate most recently delivered to case of any Borrowing, if (i) after giving effect thereto, the Administrative Agent or aggregate principal amount of Loans outstanding shall exceed $10,000,000 and (ii) the Borrowing Base Form most recently delivered by the Borrower pursuant to Section 5.01(f) shall have been a Modified Borrowing Base Certificate, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing, a completed Borrowing Base Certificate, calculating, setting forth and certifying the Borrowing Base, Excess Availability, Agency Exposure Information, Liquidity and the aggregate amount of Designated Secured Other Obligations as of the close of business on the last day of the fiscal month for which a Borrowing Base Form shall have been most recently required to be delivered pursuant to Section 5.01(f). On the date of any Borrowing (other than a Protective Advance or any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, the Borrower shall be deemed to have delivered an updated Borrowing Base Certificate demonstrating represented and warranted that the Covered Debt Amount conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to Borrowing, or such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make 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 such amendments (“Immaterial Amendments”) that are purely administrative in nature and, for the avoidance of doubt, do not involve amendments to the amount or tenor 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 in the other Loan Documents shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except that such representations and warranties (i) that relate solely to any such representation or warranty that refers to a specific date, an earlier date shall be true and correct as of such specific date;earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard. (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; and. (c) either (i) Each Borrowing and each issuance of any Letter of Credit shall be made in compliance with 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Revolving Exposure Limitations. Each Borrowing and each issuance, amendmentamendment (other than any Immaterial 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 4.02. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the European Administrative Agent or Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit (or amend, renew or extend any Letter of Credit) for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such Letter of Credit is in the best interests of the Lenders (it being understood that in no event shall the Administrative Agent continue to make (or authorize the European Administrative Agent or the Canadian Administrative Agent to make) Revolving Loans or an Issuing Lender issue (or amend (other than pursuant to Immaterial Amendments), renew or extend) Letters of Credit if an Event of Default pursuant to clauses (a), (b), (d) (solely with respect to a failure to be in compliance with Section 6.16), (h), (i), (m), (n), (o) or (p) of Article VII shall have occurred and be continuing).

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 fact that, immediately after such Borrowing or such action by the Issuing Bank, no Default or Event of Default shall have occurred and be continuing; (b) the fact that the representations and warranties contained in Article III of this Agreement (including, without limitation, the Borrower representation and warranty set forth in this Agreement and in the other Loan Documents Section 3.04(b)) shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or such action by the Issuing Bank, except for changes expressly permitted herein and except to the extent that such representations and warranties relate solely to an earlier date of issuance, amendment, renewal or extension of (in which event such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, representations and warranties shall have been true in all material respects on and as of such specific earlier date); (bc) at the time of and fact that, immediately after giving effect to such Loan Borrowing or such action by the issuanceIssuing Bank, amendment(i) the US Tranche Exposure of each US Tranche Lender will not exceed the amount of its US Tranche Commitment, renewal (ii) the US Tranche Exposures of all US Tranche Lenders will not exceed the total US Tranche Commitments, (iii) if such Borrowing or extension of such Letter of CreditCredit is denominated in a Foreign Currency, as applicablethe Multicurrency Tranche Exposure of each Multicurrency Tranche Lender will not exceed the amount of its Multicurrency Tranche Commitment, no Default shall have occurred and be continuing(iv) if such Borrowing or Letter of Credit is denominated in a Foreign Currency, the Multicurrency Tranche Exposures of all Multicurrency Tranche Lenders will not exceed the total Multicurrency Tranche Commitments; and (cd) either (i) In the aggregate Covered Debt Amount (after giving effect case of a Loan or Letter of Credit denominated in a Foreign Currency or to such extension a Foreign Subsidiary Borrower, no law or regulation shall prohibit, and no order, judgment or decree of credit) any Governmental Authority shall not exceed enjoin, prohibit or restrain, any Lender from making the Borrowing Base reflected on requested Loan or the Borrowing Base Certificate most recently delivered Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to the Administrative Agent be issued, renewed, extended 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)increased. Each Borrowing Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make 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 contained in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the Obligors)any representation and warranty qualified by materiality, 3.02Material Adverse Effect or similar language, 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 respectsrespects (after giving effect to any qualification therein)) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, as with respect to any such representation and warranty qualified by materiality, Material Adverse Effect or warranty that refers similar language, in all respects (after giving effect to a specific date, any qualification therein)) as of such specific earlier date;, and except that (i) for purposes of this Section 4.2, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b), respectively and (ii) the representations and warranties contained in Sections 3.4(b) and 3.6 need only be true and correct and shall only be made as of the date of this Agreement. (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; 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 The Administrative Agent and, if applicable, the Issuing Bank or (ii) the Borrower Swingline Lender shall have delivered received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Borrowing or a Letter of Credit to be denominated in an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to Alternative Currency, 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)currency remains an Eligible Currency. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower (or with respect to a Letter of Credit Application, any applicable Subsidiary) on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. In connection with the preceding sentenceestablishment of, and initial draw under, an Incremental Increase on the Incremental Effective Date with respect thereto, clauses (a) and (b) above shall be superseded by the provisions of Section 2.20(e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan), and of the each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) 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 the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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; and. (c) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit) shall not exceed Borrowing 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a such Letter of Credit Credit, as applicable, (i) the Aggregate Revolving Exposure will not exceed the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (ii) the U.S. Revolving Exposure will not exceed the U.S. Borrowing Base then in effect. On the date of any Borrowing (other than a Protective Advance and other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, the Company or the Dutch Borrower, as applicable, shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section have been satisfied.

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 CreditCredit (each, a “Credit Event”), is additionally subject to the satisfaction of the following conditions: (a) the The representations and warranties of the Borrower Borrowers and each other Loan Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of the other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in Sections 3.01 (first sentence with respect to the Obligors), 3.02, 3.04, 3.11 which case such representations 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, warranties shall be true and correct in all respectsrespects (after giving effect to such qualifications)) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent that such representations and warranties expressly relate to an earlier specified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made or for the respective period, as the case may be; provided, that to the extent the Borrowers have made an LCA Election for any Limited Condition Acquisition being funded with the proceeds of an incremental Term Loan under Section 2.09(d), with respect to such representation or warranty Limited Condition Acquisition, the Lenders providing such incremental Term Loan may agree that refers this condition may be deemed to a specific date, as be satisfied on the date of such specific date;the effectiveness of the applicable Limited Condition Acquisition Agreement. (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; andprovided, that to the extent the Borrowers have made an LCA Election for any Limited Condition Acquisition being funded with the proceeds of an incremental Term Loan under Section 2.09(d), with respect to such Limited Condition Acquisition, the Lenders providing such incremental Term Loan may agree that no Default or Event of Default shall have occurred and be continuing on the date of the effectiveness of the applicable Limited Condition Acquisition Agreement. (c) either (i) At the aggregate Covered Debt Amount (time of making and immediately after giving effect to such any Revolving Loan or the issuance, amendment, renewal or extension of credit) such Letter of Credit, as applicable, the total Revolving Credit Exposure of any Class shall not exceed the Borrowing Base reflected on total Revolving Commitments of such Class. (d) Administrative Agent, and if applicable, the Borrowing Base Certificate most recently delivered to the Administrative Agent applicable Issuing Bank or (ii) the Borrower Swingline Lender shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request or a notice requesting the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall not exceed such Letter of Credit, as the Borrowing Base after giving effect to such extension case may be, in each case, in accordance with the requirements of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)this Agreement. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make 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 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, i) in the case of the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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; and. (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 Aggregate Revolving Exposure shall not exceed the Borrowing Base reflected on then in effect. On the date of any Borrowing Base Certificate most recently delivered to (other than a Protective Advance) or the Administrative Agent issuance, amendment, renewal or (ii) extension of any Letter of Credit, the Borrower shall be deemed to have delivered an updated Borrowing Base Certificate demonstrating represented and warranted that the Covered Debt Amount conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to Borrowing, or such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.05(b) .

Each Credit Event. The obligation of each Lender to make 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 conditionsconditions and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8: (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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; andexist; (cb) 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, all representations and warranties of each Loan Party set forth in the Loan Documents shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered 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), except to the Administrative Agent 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; (iic) the Borrower shall have delivered an updated the required Notice of Borrowing; (d) for any Borrowing Base Certificate demonstrating that the Covered Debt Amount (of Delayed Draw A-1 Term Loans or Delayed Draw A-2 Term Loans, after giving effect to such Borrowing on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Sections 5.1(a) or (b); and (e) if any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the issuance, amendment, renewal or extension of credit) shall a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not exceed be required to issue, amend or increase any Letter of Credit and the Borrowing Base after giving effect Swingline Lender will not be required to such extension make any Swingline Loans, unless they are satisfied that 100% of credit as well as any concurrent acquisitions of Portfolio Investments the related LC Exposure and Swingline Exposure is fully covered or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred eliminated pursuant to Section 6.01(g)2.26. 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 sentenceparagraphs (a) and (b) of this Section 3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, 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, i) in the case of the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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; and. (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 Aggregate Revolving Exposure shall not exceed the Borrowing Base reflected on then in effect. (d) In the Borrowing Base Certificate most recently delivered to case of any Borrowing, if (i) after giving effect thereto, the Administrative Agent or aggregate principal amount of Loans outstanding shall exceed $10,000,000 and (ii) the Borrowing Base Form most recently delivered by the Borrower pursuant to Section 5.01 (f) shall have been a Modified Borrowing Base Certificate, the Administrative Agent shall have received, not later than five Business Days prior to such Borrowing, a completed Borrowing Base Certificate, calculating, setting forth and certifying the Borrowing Base, Excess Availability, Agency Exposure Information, Liquidity and the aggregate amount of Designated Secured Other Obligations as of the close of business on the last day of the fiscal month for which a Borrowing Base Form shall have been most recently required to be delivered pursuant to Section 5.01(f). On the date of any Borrowing (other than a Protective Advance) or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall be deemed to have delivered an updated Borrowing Base Certificate demonstrating represented and warranted that the Covered Debt Amount conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to Borrowing, or such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Credit, the Aggregate Revolving Exposure (or any component thereof) shall be deemed to constitute a representation and warranty by not exceed the Borrower on maximum amount thereof (or the date thereof as to the matters maximum amount of any such component) specified in the preceding sentenceSection 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, Borrowing and of the Issuing Bank to issue, amend, renew renew, or extend any Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) at the representations time of 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 the representations and warranties in Sections 3.01 (first sentence with respect immediately after giving effect to the 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 Borrowing or the date of issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, or, as to any such representation no Default or warranty that refers to a specific date, as Event of such specific dateDefault shall exist; (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 all representations and warranties of each Loan Party set forth in the Loan Documents shall have occurred be true and be continuing; andcorrect in all material respects; (c) either since the date of the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (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 required Notice of Borrowing; 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 Borrowing or the issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, 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 in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the relevant Issuing Bank or the Swingline Lender, as the case may be, of the following: (i) shall in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.25(a)(i); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.25(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lender, as the case may be, 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 Revolving Credit Exposure may not in any event exceed the Borrowing Base after giving effect Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, 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 such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be a 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 sentenceparagraphs (a), (b) and (c) of this 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, 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, i) in the case of the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 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;. (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 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) In the case of a Borrowing or Letter of Credit to be denominated in an Alternative Currency, such currency remains an Eligible Currency. On the date of any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the preceding sentenceAggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01 or 2.05(b).

Each Credit Event. The obligation of each Lender Each Credit Event and any credit extension pursuant to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Section 2.22 is additionally subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions: conditions on the date of such Credit Event (other than clause (f) below, which shall be satisfied or waived in accordance with Section 9.08 only with respect to the first Credit Event on or after the Closing Date): (a) the The Administrative Agent shall have received a Borrowing Request as required by Section 2.03; (b) The applicable representations and warranties of each Loan Party which is a party to any Loan Document on the Borrower set forth date of such Credit Event which are contained in (i) Article III of this Agreement and in the or (ii) any other Loan Documents Document in effect on the date of such Credit Event shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Credit Event; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or the similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such date of issuance, amendment, renewal such Credit Event or extension of such Letter of Creditearlier date, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; ; (bc) at At the time of and immediately after giving effect to such Loan Credit Event no Event of Default or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; (d) The Agents and Arranger, as applicable, shall have received all fees due and payable thereto or to any Lender on or prior to the date of such Credit Event and , to the extent invoiced at least three (c3) either Business Days prior to the date of such Credit Event, reimbursement or payment of all reasonable and documented out-of-pocket expenses (i) the aggregate Covered Debt Amount (after giving effect to such extension including reasonable and documented fees, charges and disbursements of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered counsel to the Administrative Agent and the Arranger), in each case, required to be reimbursed or paid by the Loan Parties hereunder under this Agreement on or prior to the date of such Credit Event; (iie) the Borrower The Administrative Agent shall have received the financial statements for the fiscal year ended December 31, 2025 required to be 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g5.04(a). Each Borrowing ; (f) The Administrative Agent shall have received from ▇▇▇▇▇▇ LLP, a draft “comfort” letter in accordance with the Public Company Accounting Oversight Board’s AS 6101 and each issuancein form and substance reasonably satisfactory to the Administrative Agent, amendment, renewal or extension with respect to the consolidated financial statements of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on and its subsidiaries for the date thereof as to fiscal year ended December 31, 2024 that would be included and/or incorporated by reference in any offering memorandum, prospectus or private placement memorandum of the matters specified Borrower or an Affiliate of the Borrower in the preceding sentence.connection with an issuance of securities;

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, of the Swingline Lender to make a Swingline Loan, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally and any reallocation of a Defaulting Lender’s participation in LC Exposure and Swingline Loans as provided in Section 2.21, shall be subject to the satisfaction of the following conditions: (a) 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 except that such materiality qualifier shall not be applicable to the case of the extent that any representations and warranties already are qualified or modified by materiality in Sections 3.01 (first sentence with respect to the 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 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 or such reallocation, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any such representation representations and warranties already are qualified or warranty that refers to a specific date, modified by materiality in the text thereof) as of such specific specified 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, or such reallocation, as applicable, no Default shall have occurred and be continuing; and. (c) either (i) With respect to any Revolving Borrowing requested at any time prior to the aggregate Covered Debt Amount (termination of the Non-Extended Facility, immediately prior to and immediately after giving effect to such extension of creditRevolving Borrowing, there shall be no unused commitments to advance loans under the Non-Extended Facility; provided that this clause (c) shall not apply to the issuance, amendment, renewal, or extension of Letters of Credit or the making of Swingline Loans under this Agreement. (d) With respect to any Borrowing, if the aggregate amount of Available Cash would exceed $500,000,000 after giving effect to such Borrowing and any other transactions occurring prior to or substantially simultaneously with such Borrowing, but excluding the Borrowing Base reflected on effect of any other transactions that have not occurred prior to or substantially simultaneously with such Borrowing, then the Borrowing Base Certificate most recently applicable Borrower shall have delivered to the Administrative Agent a Use of Proceeds Certificate with respect to such Borrowing, which certificate shall include, among other items, a certification from such Borrower (A) as to the proposed use of the proceeds of such Borrowing, which shall be a purpose permitted by Section 5.08, and (B) that the proceeds of such Borrowing shall be used within five Business Days after the making of such Borrowing for such specified purpose, or will otherwise be repaid to the extent required pursuant to Section 2.11(c). (iie) With respect to any Borrowing or issuance, amendment, renewal, or extension of any Letter of Credit requested by the US Borrower, the US Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that be in Pro Forma Compliance with the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base US Sub-Facility Limit immediately after giving effect to such extension of credit and any application of proceeds and other transactions occurring on the same date (as well demonstrated in a duly executed Compliance Certificate with respect to the US Sub-Facility Limit dated as any concurrent acquisitions of Portfolio Investments or payment the date of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant such requested credit extension and delivered by the US Borrower to the Administrative Agent). (f) The Administrative Agent shall have received a Borrowing Request in accordance with Section 6.01(g)2.04. Each Borrowing and each of the giving of the applicable Notice of Borrowing, the acceptance by a Borrower of the proceeds of such Borrowing, the issuance, amendment, renewal or extension of a such Letter of Credit Credit, and the reallocation of such Defaulting Lender’s participation in the LC Exposure and Swingline Loans, shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the applicable matters specified in the preceding sentenceparagraphs (a) through (f) of this 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 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, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided, orhowever, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified as to any “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such representation credit extension or warranty that refers to a specific on such earlier date, as of such specific date;the case may be. (b) at At the time of and immediately after giving effect to such Loan Borrowing and the use of proceeds thereof or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing; and. (c) either [Reserved].] (id) 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) and, if applicable, the Borrower relevant Issuing Bank, shall have delivered an updated received a Borrowing Base Certificate demonstrating that Request or notice requesting the Covered Debt Amount issuance of a Letter of Credit (after giving effect to such extension or the amendment, renewal or replacement thereof) in accordance with the requirements of creditSection 2.03, Section 2.04(b) shall not exceed the Borrowing Base after giving effect to such extension of credit or Section 2.05(b), as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit (other than any Borrowing or issuance of Letter of Credit on the Closing Date) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the accuracy of the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section 4.02.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), 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 review 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a 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) Liquidity 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be less than $1,500,000,0001,000,000,000. Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of a Loan made in connection withto pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa 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) (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 issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified 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 any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or Permitted payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or Indebtedness incurred pursuant to the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 6.01(g2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.. 747507610 22702620

Each Credit Event. (a) The obligation of each Lender to make any a Loan, and of the Issuing Bank Banks to issue, amendincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is additionally subject solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (ai) the representations and warranties Each of the Borrower set forth in this Acquisition Agreement Representations and in the other Loan Documents Specified Representations shall be true and correct in all material respects (or, in the case of the representations Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and warranties after giving effect to, the making of the Loans on such date. (ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in Sections 3.01 the form set forth in Exhibit K hereto. (first sentence iii) The Specified Acquisition shall have been consummated substantially concurrently with the making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less. (iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data. (v) The Administrative Agent and the Lenders shall have received (A) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter) on or prior to the Specified Acquisition Closing Date, and (B) to the extent invoiced at least three business days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date. (vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(ix) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date. (vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the ObligorsSpecified Representations), 3.02, 3.04, 3.11 (iii) and 3.15 (iv). (b) The obligation of this Agreementeach Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) (a) The representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections 2.013.04(a) and, 2.02 3.12(b) and 2.04 through 2.09 of the Guarantee 3.18) shall be true and Security Agreement, correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, 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;. (ii) (b) at At the time of and immediately after giving effect to such Loan or the issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and. (c) either (i) In the aggregate Covered Debt Amount (after giving effect case of a Loan or Letter of Credit denominated in a Foreign Currency or to such extension a Subsidiary Borrower that is not a Domestic Subsidiary, no law or regulation shall prohibit, and no order, judgment or decree of credit) any Governmental Authority shall not exceed enjoin, prohibit or restrain, any Lender from making the Borrowing Base reflected on requested Loan or any Issuing Bank or any Lender from issuing, renewing, extending or increasing the Borrowing Base Certificate most recently delivered face amount of or participating in the Letter of Credit requested to the Administrative Agent be issued, renewed, extended 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)increased. Each Borrowing Loan and each issuance, amendmentamendment to increase, renewal or extension of a Letter of Credit pursuant to this Section 4.02(b) shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (ai) and (bii) of this Section 4.02(b).

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, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as if they are not true and correct, the applicable Administrative Agent and the Required Lenders shall have determined to make any Loan or instruct the Issuing Bank to issue any Letters of Credit, notwithstanding 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 or Event of Default shall have occurred and be continuing; andcontinuing or, if there then shall be any Default or Event of Default, the applicable Administrative Agent and the Required Lenders shall have determined to make such Borrowing or instruct the Issuing Bank to issue such Letter of Credit notwithstanding such Default or Event of Default. (c) either After giving effect to any Borrowing or the issuance of any Letter of Credit, (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not US Availability equal or exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or $1.00; (ii) UK Availability equal or exceed $1.00; and (iii) Belgian Availability equal or exceed $1.00; provided that if the Borrower shall have delivered an updated condition in clause (c)(i) is satisfied but either conditions in clause (c)(ii) or (c)(iii) is not satisfied, the US Borrowers may request Borrowings, the proceeds of which are used to cure the failure to meet the condition(s) in clauses (c)(ii) or (c)(iii) or both; provided further that such Borrowing Base Certificate demonstrating that is requested not later than two US Business Days after the Covered Debt Amount failure to satisfy such clause (after giving effect to such extension of creditc)(ii) 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g(iii). 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 sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), 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, 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited and draft financial statements furnished pursuant to clauses (a) and (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they 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 extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and. (c) either The Administration Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (id) The Issuing Banks shall have received all documentation and assurances required under Section 2.19 or otherwise as shall be reasonably required by it in connection therewith. (e) At the aggregate Covered Debt Amount (time of and immediately 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) Borrowing, the Borrower and its Restricted Subsidiaries shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension Liquidity 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)less than $300,000,000. Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a), (b) and (e) of this Section 4.02 have been satisfied as of the date thereof as thereof. Notwithstanding anything to the matters specified in the preceding sentencecontrary herein, a conversion of a Borrowing to a different Type or a continuation of a Borrowing shall not be deemed to constitute a Borrowing for purposes of this Section 4.02.

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, including ​ [Credit Agreement] ​ ​ the initial Borrowing or issuance of a Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of the representations such applicable representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to any be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) at At the time of and immediately after giving pro forma effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no Default shall event or circumstance that could have occurred and be continuing; anda Material Adverse Effect. (cd) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving pro forma effect to such extension any Borrowing of credit) Loans, the Consolidated Cash Balance shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to Consolidated Cash Balance Threshold. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (iior an amendment, extension or renewal of a Letter 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 in accordance with Section 2.08(b), as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (c).

Each Credit Event. (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: (a) 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 the representations and warranties in Sections 3.01 (first sentence with respect to Lenders or the 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 Issuing Banks under the Guarantee and Security Agreement, true and correct in all respects) 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. (b) At the time of and immediately after giving effect to such Borrowing no 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. (B) The obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e) shall be subject to the satisfaction of the condition that 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 Event of Default shall have occurred and be continuing; and. (cC) 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 Goodyear, the European J.V. and each other Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of subsection (A) above or in subsection (B) above, as the preceding sentencecase may be.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including, without limitation, the Borrowing of the Term Loans), 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 (including, without limitation, the representations and warranties set forth in Section 3.04(b) and Section 3.06) and the representations and warranties of the Guarantors set forth in the other Loan Documents Guaranties shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to any the extent that such representation or warranty that refers representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and. (c) either (i) With respect to any Borrowing of Revolving Loans, at the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension Borrowing or the issuance, amendment, renewal or extensions of credit) such Letter of Credit, as applicable, the sum of the Total Revolving Credit Exposure shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or Total Revolving Credit Commitments. (iid) 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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 sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), 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 review 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as the representations and warranties contained in Section 3.04(a) shall be deemed to any refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year- end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the case of any Borrowing, or issuance, amendment, extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a 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) Liquidity 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be less than $1,500,000,000. Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

Each Credit Event. The obligation of each Lender to make a DIP Loan on the occasion of any LoanBorrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (other than the Existing Letters 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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; and. (cb) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such extension of credit) shall not exceed Borrowing 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in a Material Adverse Effect. (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect such representation and warranty (as so qualified) shall continue to be true and correct in all respects. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.07(b), as applicable. (e) No Bankruptcy Court order has been entered authorizing the Credit Parties to obtain financing or credit pursuant to Section 364 of the Bankruptcy Code from any Person other than the Secured Parties secured by a security interest or having the priority of an administrative claim unless otherwise consented to by the Administrative Agent in writing. (f) The DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, or amended unless otherwise consented to by the Administrative Agent in writing and, in the event that such order is the subject of any pending appeal, no performance of any obligation of any party hereto shall have been stayed pending appeal. (g) The funding of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not cause the total Revolving Credit Exposures to exceed the total Commitments or the amount then authorized by the DIP Order, as the case may be, and any order modifying, reversing, staying or vacating either such order shall not have been entered. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit (other than the Existing Letters of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (c) and Section 6.02(g).

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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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 or would result from such Borrowing; at the time of and be continuing; and (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects 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 except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties relating to Targets and their Subsidiaries made solely on the Delayed Draw Date under Article IV shall be limited to (x) the Specified Credit Agreement Representations and (y) the Specified Purchase Agreement Representations; provided, that, after the Delayed Draw Date, any representation and warranty relating to a Subsidiary of the Parent (whether such Subsidiary is one of the Targets or their Subsidiaries) shall not exceed be qualified or limited as immediately provided above in clause (x) or (y). since the date of the most recent audited financial statements of the Parent and its Subsidiaries described in ‎Section 4.5(a), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; provided, that solely with respect to the Targets and their Subsidiaries at the time of any Borrowing Base reflected on related solely to the Borrowing Base Certificate most recently closing of such Acquisition, there shall have been no change that has had or could be reasonably expected to have a Target Material Adverse Effect since the Closing Date; the Borrower shall have delivered the required Notice of Borrowing; and the Administrative Agent shall have received such other documents, certificates and 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 (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that Required Lenders. In addition to the Covered Debt Amount (other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, the Issuing Bank will not be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and the Swingline Lender will not be required to make any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, is satisfied that any exposure that would result therefrom is fully covered or eliminated by the Borrower Cash Collateralizing the obligations of the Borrower in respect of such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) shall not exceed of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or makes other arrangements satisfactory to the Borrowing Base after giving effect Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such extension Defaulting Lender or Potential Defaulting Lender; provided, that no such Cash Collateralization will constitute a waiver or release of credit as well as any concurrent acquisitions of Portfolio Investments claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or payment of outstanding Loans any other Lender may have against such Defaulting Lender, or Permitted Indebtedness cause such Defaulting Lender or Indebtedness incurred pursuant Potential Defaulting Lender to Section 6.01(g)be a 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 sentenceparagraphs ‎(a), ‎(b) and ‎(c) of this Section 3.3.

Each Credit Event. (a) The obligation of each Lender to make any a Loan, and of the Issuing Bank Banks to issue, amendincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is additionally subject solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (ai) the representations and warranties Each of the Borrower set forth in this Acquisition Agreement Representations and in the other Loan Documents Specified Representations shall be true and correct in all material respects (or, in the case of the representations Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and warranties after giving effect to, the making of the Loans on such date. (ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in Sections 3.01 the form set forth in Exhibit K hereto. (first sentence iii) The Specified Acquisition shall have been consummated substantially concurrently with the making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less. (iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data. (v) The Administrative Agent and the Lenders shall have received (i) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of (A) the Permanent Loan Financing Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger (the “Permanent Financing Fee Letter”) and (B) the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter), in each case, on or prior to the Specified Acquisition Closing Date, and (ii) to the extent invoiced at least three (3) Business Days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date. (vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(vi) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date. (vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the ObligorsSpecified Representations), 3.02, 3.04, 3.11 (iii) and 3.15 (iv). (b) The obligation of this Agreementeach Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) The representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections 2.013.04(a), 2.02 3.12(b) and 2.04 through 2.09 of the Guarantee 3.18) shall be true and Security Agreement, correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, 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;. (bii) at At the time of and immediately after giving effect to such Loan or the issuance, amendmentamendment to increase, 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing Loan and each issuance, amendmentamendment to increase, renewal or extension of a Letter of Credit pursuant to this Section 4.02(b) shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (i) and (ii) of this Section 4.02(b).

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 CreditCredit (including on the Effective Date, 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 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 the any portion of any representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing; andand 112 Revolving Credit Agreement (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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant it is still current, may be the Borrowing Base Certificate most recently delivered to Section 6.01(gthe 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.

Each Credit Event. The (a) Except as provided in paragraph (b) of this Section 4.02, the obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, 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: (ai) 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, A) in the case of the representations and warranties in Sections 3.01 (first sentence with respect qualified as to the Obligors)materiality, 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 and (B) otherwise, in all material respects) , in each case on and as of the date of the making of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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;. (bii) at At the time of and immediately after giving effect to the making of 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. (ciii) either After giving effect to the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, the sum of the Aggregate Credit Exposure and Pre-Petition Aggregate Credit Exposure shall not exceed the lesser of (i) the aggregate Covered Debt Amount (after giving total Revolving Commitments then in 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) other than in the Borrower case of a Protective Advance or an Overadvance, the Borrowing Base then in effect, and, other than in the case of a Protective Advance or an Overadvance, the Administrative Agent shall have delivered an updated received a Borrowing Base Certificate demonstrating that as of a date not earlier than the Covered Debt Amount last day of the most recent fiscal month ended at least twenty (after giving effect 20) days prior to the date of the making of such extension Loan or such issuance, amendment, renewal or extension. (iv) The Borrowers shall have paid the balance 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)all fees and expenses then due and payable under this Agreement. Each Borrowing making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (i) through (iv) of this Section 4.02(a). (b) Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraph (a)(i) or (a)(ii) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may but shall have no obligation to, issue, amend, renew or extend or cause to be issued, amended, renewed or extended any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or taking such action with respect to such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any 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 Borrowers set forth in this Agreement and in the other each Loan Documents Document shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers is stated to a specific relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such specific earlier date;. (b) 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; and. (c) either No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or any Issuing Bank or Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased. (d) To the extent that the Company has requested a Borrowing or the issuance of a Letter of Credit which would utilize all or any portion of the Existing Revolver Reserve Amount (other than any request for a Borrowing in respect of Permitted Interim Loans, which shall be subject to Section 4.02(h) below), the following further conditions precedent must be satisfied (or waived by the Supermajority Lenders): (i) the aggregate Covered Debt Amendment No. 12 Effective Date shall have occurred; (ii) no unused Revolving Commitments exist (other than in respect of the Existing Revolver Reserve Amount and the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date; (iii) after giving effect to such extension of creditrequest Unrestricted Cash shall be less than or equal to $125,000,000; and (iv) either (x) subject to the proviso immediately following this clause (iv) (1) Weekly Operating EBITDA set forth on the most recent Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(a) shall not exceed be equal to or greater than the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (2) the SG&A (Monthly) set forth on the most recent SG&A (Monthly) Expense Report required to be delivered pursuant to Section 5.01(n) shall be less than the amount set forth opposite the relevant date on Part 2 of Schedule 4.02(d) attached hereto (such compliance to be demonstrated and certified to by a Financial Officer of the Company to the Administrative Agent as of the date of any such Borrowing Request in a form reasonably acceptable to the Administrative Agent), (3) the Recapitalization Transaction shall have been consummated and (4) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective or (y) the Supermajority Lenders shall have consented to the Borrowing Base reflected or issuance of a Letter of Credit with respect to such Existing Revolver Reserve Amount by the Company; ; provided that, if at any time, the Adjusted Weekly Operating EBITDA set forth in the Adjusted Weekly Operating EBITDA Report required to be delivered pursuant to Section 5.01A(b) is less than (x) the amount set forth opposite the relevant date on Part 1 of Schedule 4.02(d) attached hereto minus (y) $5,000,000, and the Lenders made any Loans or any Issuing Bank issued a Letter of Credit to the Company which utilized all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing in respect of Permitted Interim Loans) in reliance on the Company having satisfied the conditions set forth in Section 4.02(d)(iv)(x) above, then, from and after the date of delivery of the Adjusted Weekly Operating EBITDA Report reflecting any such deficit, the Company may not request any Loans or the issuance of any Letter of Credit (and the Lenders shall be under no obligation to so lend and the Issuing Banks shall be under no obligation to so issue) which would utilize any all or any portion of the Existing Revolver Reserve Amount (other than any Borrowing Base Certificate most recently in respect of Permitted Interim Loans) regardless of whether the Company has satisfied the conditions set forth in Section 4.02(d)(iv)(x) above unless and until the Supermajority Lenders have consented to the Company being permitted to once again gain access to such Loans or Letters of Credit by satisfying such conditions. (e) To the extent that the Company has requested a Borrowing or the issuance of a Letter of Credit which would utilize all or any portion of the New Revolver Reserve Amount, the following further conditions precedent must be satisfied (or waived by the Supermajority Lenders): (i) the Amendment No. 12 Effective Date shall have occurred; (ii) no unused Revolving Commitments exist (other than in respect of the New Revolver Reserve Amount) and there are no amounts available for drawing under the Yellow Receivables Facility as of such date; (iii) after giving effect to such request Unrestricted Cash shall be less than or equal to $125,000,000; (iv) the Recapitalization Transaction shall have been consummated; (v) the Specified Pension Fund Deferral Transaction Amendment shall be fully executed and effective; and (vi) the Supermajority Lenders shall have consented to the Borrowing or issuance of a Letter of Credit with respect to such New Revolver Reserve Amount by the Company. (f) The Company has delivered to the Administrative Agent a certificate of a Financial Officer certifying that, as of the date of such certificate (which date shall be the date of request for such Borrowing or Letter of Credit), (i) the Company and its Domestic Subsidiaries (other than any Receivables Entity), collectively, have less than $125,000,000 (or, to the extent that any Permitted Interim Loans are outstanding as of the date of such certificate, $100,000,000) in Unrestricted Cash and providing a demonstration of such deficit (the amount of such deficit, the “Credit Event Liquidity Deficit Amount”) reasonably satisfactory to the Administrative Agent and (ii) the Borrower amount of such requested Borrowing or Letter of Credit is equal to or less than the Credit Event Liquidity Deficit Amount. (g) The Company has delivered to the Administrative Agent a certificate of a Financial Officer certifying the Aggregate Revolver Reserve Amount as of the date of such certificate (which date shall be the date of request for such Borrowing or Letter of Credit). (h) To the extent that the Company has requested a Borrowing in respect of Permitted Interim Loans, (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that as of such date (x) there is no unused availability under the Revolving Commitments other than amounts comprising the Aggregate Revolver Reserve Amount and (y) there are no amounts available for drawing under the Yellow Receivables Facility as of such date and (ii) the Company shall have delivered an updated to the Administrative Agent a Borrowing Base Certificate Request substantially in the form of Exhibit F hereto (which Borrowing Request shall include a certification by a Financial Officer and the Designated Officer certifying the Interim Loan Availability as of the Business Day immediately prior to the date of such Borrowing Request and calculations reasonably 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(gInterim Loan 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 Borrowers on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any Incremental Loan, which shall be governed by Section 2.21) and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, after the Effective Date, is additionally subject to the satisfaction or waiver by the Required Lenders of the following conditions: (a) In the case of a Letter of Credit or a Loan, the Administrative Agent and the relevant Issuing Bank, as applicable, shall have received a Borrowing Request or a Letter of Credit Request, as applicable, in accordance with Article II hereto, duly executed by an Authorized Officer of the Borrower, requesting the funding of the Loans or the issuance, amendment, renewal or extension of the Letter of Credit, as applicable. (b) All representations and warranties made by the Borrower in any Financing Document (other than the representations and warranties of the Borrower set forth in this Agreement Section 3.06, the last sentence of Section 3.08, Section 3.13(c) and in the other Loan Documents Section 3.13(e) hereof) shall be true and correct in all material respects (orand to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in the case of the all respects), with all representations and warranties that are made as of a specified date being true and correct in Sections 3.01 all material respects (first sentence with respect and to the Obligors)extent that any such representation AMERICAS/2023601503.12023601503.8 73 and warranty is otherwise qualified by materiality or material adverse effect, 3.02, 3.04, 3.11 such representation 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, 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 specified date;. (bc) at At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and (c) either (i) the aggregate Covered Debt Amount (after giving effect to , or would occur as a result of such extension Borrowing or such Letter of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit under this Section 4.02 shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceclauses (b) and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of the making of any LoanBorrowing (but not a conversion or continuation thereof), and of the each Issuing Bank to issue, amendincrease, renew amend or extend any Letter of Credit, Credit to be issued or issued by such Issuing Bank 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendmentincrease, renewal amendment or extension of such Letter of Credit, as applicable, or, as applicable (except to the extent that any such representation or and warranty that refers (i) expressly relates to a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such specific date;earlier date and/or (ii) is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects). (b) at the time of and immediately Immediately after giving effect to such Loan Borrowing or the issuance, amendmentincrease, renewal amendment 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 Borrowing or the issuance, increase, amendment or extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) such Letter of Credit, as applicable, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating be in compliance on a pro forma basis with a Leverage Ratio that the Covered Debt Amount (after giving effect to such extension of credit) shall does not exceed 75% (such threshold, the “Maximum Leverage Ratio”) (the requirements of this clause (c), the “Availability Criteria”). (d) The Administrative Agent shall have received a Borrowing Base after giving effect Request with respect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to each Revolving Borrowing in accordance with Section 6.01(g)2.03. (e) The Borrower shall have paid all fees and other amounts set forth in Section 5.13. Each Borrowing and each issuance, amendmentincrease, renewal amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b) and (c) of this Section.

Each Credit Event. (a) The obligation of each Lender to make any a Loan, and of the Issuing Bank Banks to issue, amendincrease, renew or extend any Letter of Credit, on the date of the consummation of the Specified Acquisition (the “Specified Acquisition Closing Date”) is additionally subject solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (ai) the representations and warranties Each of the Borrower set forth in this Acquisition Agreement Representations and in the other Loan Documents Specified Representations shall be true and correct in all material respects (or, in the case of the representations Acquisition Agreement Representations, to the extent required pursuant to the definition thereof) at the time of, and warranties after giving effect to, the making of the Loans on such date. (ii) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the Company substantially in Sections 3.01 the form set forth in Exhibit K hereto. (first sentence iii) The Specified Acquisition shall have been consummated substantially concurrently with the making of the Loans on such date, in all material respects in accordance with the Acquisition Agreement after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by the Company that are materially adverse to JPMorgan Chase Bank, N.A. in its capacity as arranger and lender in connection with the financing for the Specified Acquisition Transactions (in such capacity, the “Specified Acquisition Arranger”) or the Lenders (in their capacities as such) without the Specified Acquisition Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that any change in the Merger Consideration (as defined in the Acquisition Agreement) shall not be deemed to be materially adverse to the interests of the Lenders or the Specified Acquisition Arranger and shall not require the consent of the Specified Acquisition Arranger if such change results in the number of shares of Parent Common Stock (as defined in the Acquisition Agreement) for which each share of Company Common Stock (as defined in the Acquisition Agreement), other than any Exception Shares (as defined in the Acquisition Agreement), may be converted pursuant to the Acquisition Agreement increasing or decreasing by 7.5% or less. (iv) Since January 16, 2019, no event or events shall have occurred that have had or would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on January 16, 2019) on First Data. (v) The Administrative Agent and the Lenders shall have received (Ai) all fees required to be paid under this Agreement on or prior to the Specified Acquisition Closing Date #9168213v14 83 and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Specified Acquisition Closing Date, all fees required to be paid pursuant to the terms of (A) the Permanent Loan Financing Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger (the “Permanent Financing Fee Letter”) and (B) the Bridge Facility Fee Letter, dated as of January 16, 2019, by and between the Company and the Specified Acquisition Arranger or the definitive documentation in respect of the Bridge Facility (as such term is used in such Bridge Facility Fee Letter), in each case, on or prior to the Specified Acquisition Closing Date, and (Bii) to the extent invoiced at least three business days(3) Business Days prior to the Specified Acquisition Closing Date, expenses required to be paid hereunder on or prior to the Specified Acquisition Closing Date. (vi) All obligations (other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing third party debt) for borrowed money of First Data and its subsidiaries under the instruments set forth on Schedule 4.02(a)(ixvi) shall have been (or substantially concurrently with the making of the Loans on such date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and liens shall have been released, on or prior to the Specified Acquisition Closing Date. (vii) The Administrative Agent shall have received a certificate from a responsible officer of the Company certifying as to the satisfaction of the condition precedent contained in Section 4.02(a)(i) (solely with respect to the ObligorsSpecified Representations), 3.02, 3.04, 3.11 (iii) and 3.15 (iv). (b) The obligation of this Agreementeach Lender to make a Loan, and of the Issuing Banks to issue, increase, renew or extend any Letter of Credit, other than on the date of the consummation of the Specified Acquisition, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (i) The representations and warranties of the Borrowers set forth in this Agreement (other than the representations contained in Sections 2.013.04(a), 2.02 3.12(b) and 2.04 through 2.09 of the Guarantee 3.18) shall be true and Security Agreement, correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) or the date of issuance, amendmentamendment to increase, 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;. (bii) at At the time of and immediately after giving effect to such Loan or the issuance, amendmentamendment to increase, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and. (ciii) either (i) In the aggregate Covered Debt Amount (after giving effect case of a Loan or Letter of Credit denominated in a Foreign Currency or to such extension a Subsidiary Borrower that is not a Domestic Subsidiary, no law or regulation shall prohibit, and no order, judgment or decree of credit) any Governmental Authority shall not exceed enjoin, prohibit or restrain, any Lender from making the Borrowing Base reflected on requested Loan or any Issuing Bank or any Lender from issuing, renewing, extending or increasing the Borrowing Base Certificate most recently delivered face amount of or participating in the Letter of Credit requested to the Administrative Agent be issued, renewed, extended 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)increased. Each Borrowing Loan and each issuance, amendmentamendment to increase, renewal or extension of a Letter of Credit pursuant to this Section 4.02(b) 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.paragraphs (i) and (ii) of this Section 4.02(b). #9168213v14 84

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) (i) as of the Effective Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that any representations and warranties which is subject to any materiality qualifier shall be true, correct and complete in all respects), and (ii) at and as of the date of each Borrowing or issuance, amendment, renewal or extension of any Letter of Credit made after the Effective Date, the representations and warranties of the Borrower and Anixter 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 the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in Sections 3.01 (first sentence with respect to the 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 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 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 that such representations or warranties related solely to an earlier date;, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (b) at (i) as of the time Effective Date, no Potential Amortization Event or Amortization Event (other than an Amortization Event described in clause (c) of Article IX (or a related Potential Amortization Event) not in respect of the Specified Representations and immediately after giving effect to such Loan the “Specified Representations” under and as defined in the Inventory Facility Credit Agreement) shall have occurred and be continuing, nor shall either result from the making of any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuingmade after the Effective Date; 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) at and as of the Borrower shall have delivered an updated date of each Borrowing Base Certificate demonstrating that or 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit made after the Effective Date, no Potential Amortization Event or Amortization Event shall have occurred and be continuing, and (iiiii) no Protective Advance shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceoutstanding.

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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be before and after giving effect to such Borrowing or issuance, oramendment, renewal or extension of such Letter of Credit and to the application of proceeds therefrom, as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any such representation or and warranty that refers is qualified as to a specific “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such qualification); provided further that with respect to any Borrowing or issuance of such specific date;any Letter of Credit on the Effective Date this condition shall be required to be satisfied only with respect to those representations and warranties set forth in the Loan Documents that are Specified Representations. (b) at (i) 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 (other than, in the case of any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit on the Effective Date; provided that on the Effective Date no Default or Event of Default resulting solely from the breach of any representations and warranties set forth in the Loan Documents that are Specified Representations shall have occurred and be continuing; and ) and (cii) either with respect to any Borrowing of Revolving Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, (iother than (1) in the aggregate Covered Debt Amount case of any Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, on the Effective Date, (2) any Borrowing of Revolving Loans to reimburse an LC Disbursement and (3) any issuance, amendment, renewal or extension of a Letter of Credit that is cash collateralized to at least 105% of its maximum stated amount), after giving effect to such Borrowing or issuance, amendment, renewal or extension of credit) shall not exceed such Letter of Credit, on a Pro Forma Basis, the Borrowing Base reflected on Net Senior Secured Leverage Ratio (excluding the Borrowing Base Certificate cash proceeds of any such Borrowing), is less than or equal to the ratio set forth in Section 6.12 for the most recently delivered to the ended Test Period. (c) 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 received a notice 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)borrowing in accordance with Article II hereof. 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 sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is additionally are each subject to receipt of the Borrower’s request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (provided that, on the Closing Date, only the conditions in paragraphs (a) and (d) of this Section must be satisfied): (a) the The representations and warranties of the Borrower each Credit Party set forth in this Agreement and in the other Loan Financing Documents shall be true and correct (or, following the Closing Date, true and correct in all material respects (or, in the case of the representations it being understood that any representation and warranties in Sections 3.01 (first sentence with respect warranty that is qualified as to the 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, “materiality,” “material adverse effect” or similar language shall be true and correct in all respectsrespects (after giving effect to any such qualification therein)) 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 ; provided that refers to those representations and warranties that speak only of a specific date, date shall only speak as of such specific date;; provided further that notwithstanding the foregoing, the only representations and warranties of each Credit Party that shall be required to be true and correct on and as of the Closing Date shall be those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.15, 3.18, 3.22 and 3.23. (b) Following the Closing Date, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and. (c) either Except in the case of Loans made on the Closing Date, the Agent shall have received a Borrowing Base Certificate dated no more than 31 days prior to the extension of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable. (id) the aggregate Covered Debt Amount (The total Credit Exposures, after giving effect to such extension of credit) such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not exceed the Borrowing Base reflected on lesser of (x) the aggregate Commitments then in effect and (y) the Borrowing Base Certificate as 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)certified. 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 sentenceparagraphs (a), (b) and (d) of this 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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except to the extent that any representation or warranty expressly relates to an earlier date, or, as to any in which case such representation or warranty that refers to a specific date, shall have been true and correct in all material respects as of such specific earlier date;); provided that any representation and warranty that is qualified as to materiality or material adverse effect shall, after giving effect to such qualifications as set forth therein, be true and correct in all respects; provided further, that in the case of any Additional Tranche Term Loans, the proceeds of which will be used to finance a Limited Condition Acquisition, the foregoing will be limited to those representations and warranties required by the Lenders providing such Additional Tranche Term Loans. (ba) 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; and provided, that, in the case of any Additional Tranche Term Loans, the proceeds of which will be used to finance a Limited Condition Acquisition, this clause (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension of creditb) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered be limited 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 Specified Events 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Default. 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 sentenceparagraphs (a) and (b) of this 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 Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orprovided that if any representation or warranty is by its terms qualified by concepts of materiality, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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, such representation or warranty shall be true and correct in all respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, applicable (except that representations or warranties that are made as to any such representation or warranty that refers to of a specific date, earlier date shall be true and correct in all material respects as of such specific earlier date;), except to the extent of changes resulting from transactions permitted by this Agreement. (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; and. (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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan 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 receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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 representations and warranties expressly relate to an earlier or warranty that refers to a specific later date, as of such specific date;applicable; and (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 shall have occurred and be continuing; and (c) either PROVIDED, HOWEVER, that for purposes of determining the satisfaction of the conditions set forth in this Section 4.03 in connection with the making of the Delayed Draw Term Loans on the Delayed Draw Funding Date, (i) the aggregate Covered Debt Amount reference in Section 3.04(d) of this Agreement to a "material adverse change" shall be deemed to refer solely to a "Material Adverse Effect" (after giving effect to such extension of creditas defined in the Securities Purchase Agreement) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or and (ii) the Borrower accuracy of all representations and warranties set forth in the Loan Documents (other than (A) representations and warranties of AmSan relating to due organization, execution, delivery and enforceability of the Loan Documents and (B) such other representations and warranties of AmSan in the Securities Purchase Agreement as are relevant to the interests of the Lenders, but, in the case of the immediately preceding clause (B), only to the extent that a breach of such representations and warranties would result in a failure of a condition to the consummation of the AmSan Acquisition) and the absence of a Default shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after be determined before 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)AmSan Acquisition. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in the preceding sentenceparagraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make 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 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing or the date of issuance, amendmentamendment or extension of such Letter of Credit, renewal as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred and be continuing. (c) In the case of any Borrowing of Revolving Loans or the issuance, amendment or extension of any Letter of Credit, after giving effect to the incurrence of such Revolving Loans or issuance, amendment or extension of such Letter of Credit, as applicable, orthe aggregate outstanding Revolving Exposures would not exceed (i) during the Limited Availability Period, as to the lesser of (x) the Availability Cap and (y) the aggregate Revolving Commitments then in effect, and (ii) at any such representation or warranty that refers to a specific dateother time, as of such specific date;the aggregate Revolving Commitments then in effect. (bd) at In the time case of and immediately any Borrowing of Revolving Loans, or the issuance, amendment or extension of any Letter of Credit, during the Limited Availability Period, the Cash Balance of the Loan Parties after giving effect to the incurrence of such Loan Revolving Loans or the issuance, amendment, renewal amendment 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)$20,000,000. 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 amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower each Specified Loan Party on the date thereof as that the conditions specified in paragraphs (a), (b) and (d) (to the matters specified in the preceding sentenceextent then-applicable) of this Section have been satisfied.

Each Credit Event. The obligation of each Lender to make any Loan, a Loan (including an Incremental Term Loan and other than pursuant to a Mandatory Borrowing) and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, the effectiveness of any Commitment Increase pursuant to Section 2.19 and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 making of such Letter of CreditLoan, Commitment Increase or extension, as applicable, or, as except that (i) to any 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 date;earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. (b) at At the time of and immediately after giving effect to such Loan Loan, Commitment 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; 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and making of a Loan, each issuance, amendment, renewal or extension of a Letter of Credit Credit, each extension of the Maturity Date and each Commitment Increase shall be deemed to constitute a representation and warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.2 have been satisfied as of the date thereof; provided that, notwithstanding anything to the contrary in this Section 4.2, in connection solely with the incurrence of Incremental Term Loans, if the proceeds of such Incremental Term Loans are being used to finance an acquisition not restricted by this agreement and the consummation of which is not conditioned on the date thereof as availability of, or on obtaining, third party financing and the applicable TL Lenders so agree, the reference in Section 4.2(a) to the matters specified accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would customarily be deemed to be “specified” representations and warranties under customary “Sungard” provisions (including those with respect to the target contained in the preceding sentenceapplicable acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrower or relevant Affiliates thereof not to consummate the transactions contemplated thereby).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding and the funding of any Incremental Term Loan), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of the representations such applicable representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to any be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) at At the time of and immediately after giving pro forma effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no Default shall event or circumstance that could have occurred and be continuing; anda Material Adverse Effect. (cd) 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 receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (iior an amendment, extension or renewal of a Letter 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 in accordance with Section 2.08(b), as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (d).

Each Credit Event. The obligation occurrence of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit Event hereunder is additionally subject to the satisfaction of the following conditions:conditions that, on the date of such Credit Event, including each Borrowing in which Loans are refinanced as contemplated by Sec tion 2.05(a), but excluding each Borrowing in which Loans are continued or converted as contemplated in Section 2.05(b): (a) In the case of a Borrowing, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 or Section 2.04, as applicable, or, in the case of an issuance of a Letter of Credit, the Issuing Bank shall have received a notice in accordance with Section 2.15(b). (b) The representations and warranties of the Borrower set forth in this Agreement and Article III hereof (except, in the other Loan Documents case of a refinancing of a Standby Borrowing with a new Standby Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding or in the case of an issuance of a Letter of Credit that does not increase the aggregate LC Exposure, the representations set forth in Sections 3.06 and 3.09(a)) shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the 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 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. (bc) The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after giving effect to such Loan Credit Event no Event of Default 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Credit Event, excluding each Borrowing and each issuancein which Loans are continued or converted as contemplated in Section 2.05(b), 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 of such Borrowing as to the matters specified in paragraphs (b) and (c) of this Article IV (and, without limiting the preceding sentenceforegoing, a representation and warranty that such Borrowing, or the incurrence of reimbursement obligations in respect of such Letter of Credit, is permitted under the Note Purchase 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) (i) as of the Effective Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that any representations and warranties which is subject to any materiality qualifier shall be true, correct and complete in all respects), and (ii) at and as of the date of each Borrowing or issuance, amendment, renewal or extension of any Letter of Credit made after the Effective Date, the representations and warranties of the Borrower and Anixter 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 the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in Sections 3.01 (first sentence with respect to the 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 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 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 that such representations or warranties related solely to an earlier date;, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (b) at (i) as of the time Effective Date, no Potential Amortization Event or Amortization Event (other than an Amortization Event described in clause (c) of Article IX (or a related Potential Amortization Event) not in respect of the Specified Representations and immediately after giving effect to such Loan the “Specified Representations” under and as defined in the Inventory Facility Credit Agreement) shall have occurred and be continuing, nor shall either result from the making of any Borrowing or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, made after the Effective Date; (ii) at and as of the date of each Borrowing or the issuance, amendment, renewal or extension of a Letter of Credit made after the Effective Date, no Default Potential Amortization Event or Amortization Event shall have occurred and be continuing; and, and (iii) no Protective Advance shall be outstanding. (c) either (i) the aggregate Covered Debt Amount (after After giving effect to such any Borrowing or the issuance, amendment, renewal or extension of credit) any Letter of Credit, Availability shall not exceed the be less than zero. (d) No Borrowing Base reflected on Deficiency exists or will result from the Borrowing Base Certificate most recently delivered to the Administrative Agent making of such Loan or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall not exceed the Borrowing Base after giving effect to such extension any Letter of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Credit. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the issuance, amendment, renewal or extension of, any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) (i) in the case of an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to 102 such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; 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 any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or Permitted payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or Indebtedness incurred pursuant to the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 6.01(g2.03, 2.04 or 2.05(b), as applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and Borrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Term Benchmark Loan following the expiration of the applicable Interest Period), of the applicable Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension”), 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Credit Extension, except that (i) for purposes of this Section, the date representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of issuanceunaudited financial statements furnished pursuant to clause (b), amendmentto year-end audit adjustments and the absence of footnotes), renewal or extension respectively, of Section 5.01, (ii) to the extent that such Letter of Credit, as applicable, or, as representations and warranties specifically refer to any such representation or warranty that refers to a specific an earlier date, they shall be true and correct in all material respects as of such specific dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects; (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 Extension, no Default shall have occurred and be continuing; and (c) either (i) At the aggregate Covered Debt Amount (time of and immediately 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) Credit Extension, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that would be in compliance with the Covered Debt Amount (after giving effect to financial covenant set forth in Section 6.09 whether or not such extension covenant would otherwise be tested on and as of credit) shall not exceed the Borrowing Base after giving effect to date of such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Credit Extension. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

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 each RCC Party set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless the relevant representation and warranty already contains a materiality qualifier or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the ObligorsRCC Parties), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 2.05 through 2.09 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 applicableLoan, 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 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, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, including the initial Borrowing or issuance of a Letter of Credit, is additionally subject to the satisfaction of the following conditions: (a) At the time of and immediately after giving pro forma effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default (including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of the representations such applicable representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, orexcept to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to any be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation or and warranty that refers to a specific date, shall be true and correct) as of such specific specified earlier date;. (bc) at At the time of and immediately after giving pro forma effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, there is exists no Default shall event or circumstance that could have occurred and be continuing; anda Material Adverse Effect. (cd) either (i) At the aggregate Covered Debt Amount (time of and immediately after giving pro forma effect to such extension any Borrowing of credit) Loans, the Consolidated Cash Balance shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to Consolidated Cash Balance Threshold. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (iior an amendment, extension or renewal of a Letter 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 in accordance with Section 2.08(b), as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in the preceding sentenceSection 6.02(a) through (d).

Each Credit Event. The obligation of each Lender to make any LoanLoan (including, on the First Amendment Effective Date, the Initial Term Loans), and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the representations and warranties in Sections 3.01 (first sentence with respect already subject to the 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 Agreementa materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, at the time of and immediately after giving effect to such Loan, no Event of Default under Section 7.01(a), (b), (i), (j) or (k) shall have occurred and be continuing, or (ii) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified 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 (immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (that, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent or Agent); and (iid) the Borrower Administrative Agent shall have delivered an updated received a request for the Borrowing Base Certificate demonstrating that or the Covered Debt Amount (after giving effect to such issuance, amendment, renewal or extension of credit) shall not exceed the Borrowing Base after giving effect to such extension Letter of credit Credit as well required by Section 2.03, 2.04 or 2.05(b), as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)applicable. Each Borrowing (but not a continuation or conversion thereof) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (including the Refinanced Loans and initial funding of the New Money Loans on the Interim Facility Effective Date), and of the Issuing Bank Bank(s) 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, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, unless already qualified by materiality in the which case of the representations such applicable representation and warranties in Sections 3.01 (first sentence with respect to the 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, warranty shall be true and correct in all respectscorrect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as except to the extent any such representation or warranty that refers representations and warranties are expressly limited to a specific an earlier date, in which case, on and as of the date of such specific date; (b) at the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default such representations and warranties shall have occurred 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 continuing; andtrue and correct) as of such specified earlier date. (c) either (i) During the aggregate Covered Debt Amount Interim Period, the Interim Order shall be in full force and effect and shall not have been (A) vacated, stayed or reversed or (B) modified or amended in any respect without the prior written consent of the Administrative Agent and the Majority Lenders in their reasonable discretion and (ii) during the Final Period, the Final Order shall be in full force and effect and shall not have been (A) vacated, stayed or reversed or (B) modified or amended in any respect without the prior written consent of the Administrative Agent and the Majority Lenders in their reasonable discretion and (iii) the Loan Parties shall be in compliance with the applicable DIP Order. (d) The making of such Loan (or the issuance, renewal or extension of any Letter of Credit) shall not violate any Governmental Requirement and shall not be enjoined, temporarily, preliminarily or permanently. (e) At the time of and immediately after giving effect to each such extension of credit) shall not exceed Borrowing 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 Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g). Each Borrowing and each issuance, amendment, renewal or extension of each such Letter of Credit, or both, as applicable, the aggregate Revolving Credit Exposures for all Lenders shall not exceed the then-effective Availability Limit. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.09(c), as applicable. Each request for any such Borrowing and for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentenceSection 6.03(a) through Section 6.03(e).

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 the except those representations and warranties in Sections 3.01 (first sentence with respect subject to the Obligors)a materiality qualifier, 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, 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; and. (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 have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the 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) All (i) due diligence items required pursuant to Sections 5.13(a)(i), 5.13(a)(iv) and Section 5.13(a)(v) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently have been delivered to the Administrative Agent or and (ii) additional Loan Documents related to any Unencumbered Pool Property included after the Borrower Effective Date (to the extent such new Unencumbered Pool Property is being included in the calculation of Unencumbered Pool Value) required under Section 5.13(b) below shall have been executed and delivered an updated Borrowing Base Certificate demonstrating that to 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Administrative Agent. 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 sentencethis Section.

Each Credit Event. The Except as expressly set forth in Section 2.19 the obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (other than a Borrowing consisting solely of a conversion of Loans of one Type to another Type or a continuation of a Term Benchmark Loan following the expiration of the applicable Interest Period), and of the Issuing Bank Banks to issue, amend, renew review 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, orexcept that (i) for purposes of this Section, as at any time after the financial statements are delivered pursuant to any Section 5.01(b) for the fiscal quarter ended September 30, 2022, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) or Section 5.01(b) (subject, in the case of unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments and the absence of footnotes), (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 date;earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they 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 extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and. (c) either The Administrative Agent shall have received a Borrowing Request. (id) The applicable Issuing Bank(s) shall have received all documentation and assurances required under Section 2.21 or otherwise as shall be reasonably required by it in connection therewith. (e) At the aggregate Covered Debt Amount (time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of credita Letter of Credit, as applicable, the Borrower shall be in compliance with (i) shall not exceed at any time on or prior to September 30, 2023, the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or covenant set forth in Section 6.07(a) and (ii) at any time after September 30, 2023, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of creditcovenants set forth in Section 6.07(b) 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 Permitted Indebtedness or Indebtedness incurred pursuant to and Section 6.01(g6.07(c). Each Borrowing and each or issuance, amendment, renewal extension or extension increase of a Letter of Credit Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a), (b) and (e) of this Section 4.02 have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

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 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 the except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality, Material Adverse Effect or a dollar threshold in Sections 3.01 (first sentence with respect to the 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 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 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;). (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; , and (c) either After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit (i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) U.S. Availability shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or be less than zero, (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) Canadian Availability 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 Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)be less than zero, and (iii) Aggregate Availability shall not be less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) or (c) of this Section. Notwithstanding the preceding sentencefailure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Loan, and 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 or SOFR Term Benchmark Loan following the expiration of the applicable Interest Period), of the applicable Issuing Bank to issue, amend, renew or extend any Letter of Credit, and the effectiveness of any Commitment Increase pursuant to Section 2.18 (subject to the provisions of Section 1.04 in the case of any Commitment Increase for use in a Limited Condition Transaction) or any extension of the Maturity Date pursuant to Section 2.20 (each of the foregoing, a “Credit Extension”), 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 the representations and warranties in Sections 3.01 (first sentence with respect to the 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 Credit Extension, except that (i) for purposes of this Section, the date representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of issuanceunaudited financial statements furnished pursuant to clause (b), amendmentto year-end audit adjustments and the absence of footnotes), renewal or extension respectively, of Section 5.01, (ii) to the extent that such Letter of Credit, as applicable, or, as representations and warranties specifically refer to any such representation or warranty that refers to a specific an earlier date, they shall be true and correct in all material respects as of such specific dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects; (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 Extension, no Default shall have occurred and be continuing; and (c) either (i) At the aggregate Covered Debt Amount (time of and immediately 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) Credit Extension, the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that would be in compliance with the Covered Debt Amount (after giving effect to financial covenant set forth in Section 6.09 whether or not such extension covenant would otherwise be tested on and as of credit) shall not exceed the Borrowing Base after giving effect to date of such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)Credit Extension. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied as of the date thereof as to the matters specified in the preceding sentencethereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any LoanBorrowing (other than a Protective Advance, but, for the avoidance of doubt, including each Loan made as part of any Refinancing Borrowing), 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 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 the representations and warranties in Sections 3.01 (first sentence with respect any representation or warranty not qualified as to the 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 Agreementmateriality, true and correct in all material respects) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties relate to an earlier date, in which case they shall have been true and correct (or, as to 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) as of such specific earlier date;. (b) at At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default the total Revolving Credit Exposures shall have occurred and be continuing; andnot exceed the Line Cap. (cd) either (i) If at the aggregate Covered Debt Amount (time of or immediately after giving effect to any such Borrowing or the issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, (i) (A) the Revolving Credit Exposure (not including any LC Exposure) shall not exceed $50,000,000 or (B) the Borrowing Base reflected on the LC Exposure shall exceed $300,000,000, and (ii) no Borrowing Base Certificate most recently shall have been delivered to the Administrative Agent or (ii) for the Borrower shall have delivered an updated most recent fiscal month for which a Borrowing Base Certificate demonstrating that would have been required to be delivered under clause (B) of Section 5.01(g)(i) if such clause had been applicable at all prior times, the Covered Debt Amount (after giving effect Administrative Agent shall have received, not later than five Business Days prior to such Borrowing or the issuance, amendment, renewal or extension of credit) shall not exceed such Letter of Credit, as applicable, a completed Borrowing Base Certificate, calculating, certifying and setting forth the Borrowing Base after giving effect to and Availability and supporting information in connection therewith as of the close of business on the last day of such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(g)preceding fiscal month. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the relevant Borrower or the relevant Account Party, as applicable, on the date thereof as to the matters specified in the preceding sentenceparagraphs (a), (b), (c) and (d) of this Section.