Common use of Borrowings Clause in Contracts

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any On the terms and conditions hereinafter set forth, the Lender to shall make a Loan on the occasion of any Borrowing is subject loans (“Loans”) to the satisfaction Borrower secured by Pledged Assets from time to time during the period from the date hereof until the earlier of the following conditions: Program Termination Date or the Facility Maturity Date. Separate Loans will be made to finance the Borrower’s acquisition of (x) Pool A Receivables (“Pool A Loans”) and (y) Pool B Receivables (“Pool B Loans”), and no Loan shall finance both Pool A Receivables and Pool B Receivables. Under no circumstances shall the Lender make, or the Borrower request, any Loan if (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice principal amount of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), Loan is less than (i) with respect to the aggregate outstanding principal amount of the Revolving Loans or Term Loansinitial Borrowing only, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date $10,000,000 and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect with respect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such any Subsequent Borrowing, no Default shall have occurred and be continuing $500,000, or (b) after giving effect to the funding Borrowing of such Loan and the related purchase Loan, either (i) a Program Termination Event or an event that but for notice or lapse of Collateral Loans; (e) except in the case of time or both would constitute a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have Program Termination Event has occurred and be is continuing or (ii) the aggregate Facility Amount hereunder would exceed the lesser of (A) the Borrowing Limit and (B) the Borrowing Base. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by Pool A Receivables if after giving effect to the funding Borrowing of such Loan and the related purchase of Collateral Loans; Loan, either (f1) the representations and warranties of aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, would exceed the Pool A Borrowing Base or (2) a Pool A Termination Event shall exist. Under no circumstances shall the Lender make, or the Borrower contained in this Agreement and each of the other request, any Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and secured by any Pool B Receivable if after giving effect to the funding Borrowing of such Loan and Loan, either (1) the related purchase of Collateral Loans; (g) no law or regulation shall have been adoptedaggregate Facility Amount hereunder, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, calculated solely with respect to any threatened litigationLoans secured by Pool B Receivables, seeks to enjoin, prohibit would exceed the Pool B Borrowing Base or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h2) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, a Pool B Termination Event shall exist with respect to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached Underlying Originator related to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingPool B Receivable.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, received a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions, in each case at the time of such Borrowing and immediately thereafter: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred on or prior to April 15, and 2004; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any fact that the Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, such Borrowing shall not be permitted), as each Indenture is in effect as of the date hereof; (id) the fact that the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, fact that no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(c)) contained in this Agreement shall be true (it being understood and each of agreed that the other Loan Documents representation and warranty set forth in Section 4.13 shall be true and correct in as to all material respects on and information furnished prior to the making of the respective Loan); and (g) the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof, (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and (iii) no collateral shall secure Bonds other than (A) Eligible Collateral under such Indenture the Allowable Amount of which is included within the computation under subsection (ii) above or (B) collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) that is not defined in this Agreement shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan facts specified in clauses (c), (d), (e), (f) and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingSection 3.03.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent, Documentation Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Lender and the obligation of any Borrowing the Fronting Lender to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) the receipt by Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2, or a request to cause a Fronting Lender to issue a Letter of Credit pursuant to Section 2.14; (b) if required and if not previously delivered, receipt by Administrative Agent of any Note required by Section 2.4; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Guarantor Default or Guarantor Event of Default shall have occurred and be continuing and no Borrower Default or Borrower Event of Default with respect to such Borrower shall have occurred and be continuing, both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Prologis and such Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date) shall be true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans;; and (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each . Each Borrowing hereunder or issuance of the Loan Documents (a Letter of Credit hereunder shall be deemed to be a representation and warranty by Prologis and the Grant provided Borrower receiving such Loan or for whose account such Letter of Credit is being issued on the date of such Borrowing as to the facts specified in this Agreementclauses (d), remains (e) and (f) of this Section, except as otherwise disclosed in full force and effect and is the binding and enforceable obligation of the writing by Prologis or such Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make honor any Notice of Borrowing (other than a Loan on Notice of Borrowing requesting only a conversion of Loans to the occasion other Type or a continuation of any Borrowing Term SOFR Loans) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02; (b) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;continuing; and (ed) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; fact that (fi) the representations and warranties of the Borrower contained in this Agreement that are qualified by materiality are true and each correct, and (ii) the representations and warranties of the other Loan Documents shall be Borrower contained in this Agreement that are not qualified by materiality are true and correct in all material respects respects, in each case on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such except the representations and warranties set forth in Section 4.04 shall be true and correct in all material respects as of such earlier date) both before and after giving effect deemed to refer to the funding of such Loan most recent statements furnished pursuant to Sections 5.01(a) and (b), respectively, and the related purchase of Collateral Loans; (g) no law or regulation representations and warranties set forth in Section 4.05 shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall not be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowingrequired). Each request for any Notice of Borrowing hereunder (other than a Notice of Borrowing requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted by Borrower shall constitute be deemed to be a representation and warranty by the Borrower that the conditions specified in clauses (b), (c) and (d) of the satisfaction of each of the foregoing conditions precedent this Section have been satisfied on and as of the date of, and before and after giving effect to, such of the applicable Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to October 3, and 2022; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andwith respect to each Term Loan Bank, for the avoidance of doubt, if any such Term Loan Bank’s pro rata portion of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Term Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total such Term Loan Bank’s applicable Term Loan Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (f) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) intentionally omitted; (c) immediately after giving effect to such Borrowing (andor issuance, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date and other than the representation and warranty set forth in Section 4.4(c)(i)) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (Agreement and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any other Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Documents; and (ig) except with respect to the initial Borrowing hereunder only, no event, act or condition shall have occurred after the date of the most recent financial statements of Borrower which, in the reasonable judgment of the Administrative Agent, or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), (f) and (g) (with respect to the initial Borrowing hereunder only, and only to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing or issuance would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any each Lender to make a Loan on the occasion of any Borrowing and the obligation of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have receivedof a Borrowing Request, or the application and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as information required by Section 2.22.04 in connection with the issuance of a Letter of Credit; (b) immediately after such Borrowing, the sum of the Revolving Credit Exposures will not exceed the Available Borrowing Amount and, with respect to each Lender (including after giving effect to such Borrowing (and, for the avoidance its participations in Letters of doubt, if any of the following limits would be exceeded on a pro forma basisCredit), such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Lender's Revolving Loans or Term Loans, as applicable, shall Credit Exposure will not exceed the Total Revolving Commitment or Total Term such Lender's Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing immediately before or after giving effect to the funding making of such Loan and Loans or the related purchase issuance, amendment, renewal or extension of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower each Credit Party contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan Loans or the issuance, amendment, renewal or extension of such Letter of Credit; and since the related purchase Effective Date there shall have been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of Collateral Loansthe Borrower and its Subsidiaries, taken as a whole, or of the Investor REIT and its subsidiaries, taken as a whole; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does orenjoins, prohibits or restrains (or with respect to any threatened litigation, litigation seeks to enjoin, prohibit or restrain restrain), the funding making or repayment of the Loans or the consummation reimbursement of the transactions among the BorrowerLC Disbursements, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions issuance of any Loan Document not material, individually Letter of Credit or in any participations therein or the aggregate with other affected provisions, to the interests consummation of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.other Transactions;

Borrowings. The obligation of any Lender Bank to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Bank and the obligation of any Borrowing the Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), Borrowing: (i) the aggregate outstanding principal Dollar Equivalent Amount of the Aggregate Loans plus the Letter of Credit Usage and the Rupee Letter of Credit Usage will not exceed the aggregate amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and Commitments; (ii) the Lender Advance Rate Test shall be satisfiedaggregate outstanding principal Dollar Equivalent Amount of the Loans plus Letter of Credit Usage denominated in the currency of such Borrowing will not exceed the applicable Tranche Commitment; and (iii) the Loans have been funded in accordance with the Tranche Percentages; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower Guarantors contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Majority Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing or issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties on the date of such Borrowing obtained to fund Unfunded Amounts, immediately after giving effect or issuance as to the requested Borrowingfacts specified in clauses (b), (c), (d), (e) and (f) (to the Eligibility Criteria extent that any Credit Party is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by a Credit Party to the Banks. Notwithstanding anything herein to the contrary, no Borrowing or issuance of a Letter of Credit shall be satisfied (as demonstrated permitted if such Borrowing would cause any Credit Party to fail to be in a writing attached to such Notice of Borrowing). Each request for compliance with any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan Loan, ---------- other than a Refunding Swing Loan, on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to October 24, and 2000; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and, for the avoidance of doubtwith respect to each Bank, if any such Bank's pro rata portion of the following limits would be exceeded on a pro forma basis, such Borrowing shall Committed Loans will not be permitted), exceed an amount --- ---- equal to the lesser of (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving such Bank's Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect amount permitted pursuant to such BorrowingSection 2.1(b); (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the Guarantor in the Guaranty (other Loan Documents than representations and warranties which speak as of a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation solely affecting the Borrower and not the Banks).

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing an Advance is subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, receipt by Lender of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (andborrowing, for the avoidance of doubt, if any of Outstanding Balance will not exceed the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowingborrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loansloan; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) borrowing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loansloan; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans loan or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (if) except no event, act or condition shall have occurred after the Closing Date which, in the case reasonable judgment of Lender has had or is likely to have a Borrowing obtained Material Adverse Effect. Each Advance hereunder shall be deemed to fund Unfunded Amounts, immediately after giving effect be a representation and warranty by Borrower on the date of such Advance as to the requested Borrowingfacts specified in clauses (b) through (e) of this Section (except that with respect to clause (e), the Eligibility Criteria such representation and warranty shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowingbe limited to laws, regulations, orders, judgments, decrees and litigation applicable to Borrower which Borrower has knowledge of). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:, in each case at the time of such Borrowing and immediately thereafter. (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred on or prior to June 30, and 2003; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any fact that the Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, such Borrowing shall not be permitted), as each Indenture is in effect as of the date hereof; (id) the fact that the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, fact that no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(c)) contained in this Agreement shall be true (it being understood and each of agreed that the other Loan Documents representation and warranty set forth in Section 4.13 shall be true and correct in as to all material respects on and information furnished prior to the making of the respective Loan); and (g) the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan facts specified in clauses (c), (d), (e), (f) and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingSection 3.03.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent fact that the Closing Date shall have receivedoccurred on or prior to June 14, and 2001; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Committed Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on aggregate amount of the Commitments and the ratio of such Borrowing Date and (ii) the Lender Advance Rate Test Loans to such Commitments shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect the same as the ratio of the aggregate outstanding principal amount of the committed loans under the Other Credit Agreement to such Borrowingthe aggregate amount of the commitments under the Other Credit Agreement; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) fact that the representations and warranties of the Borrower Company contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Borrowing; and (if) except in the case of any Borrowing which would violate any limitation imposed by the board of directors of the Company in effect on the date hereof on the principal amount of any financing or the outstanding principal amount of any financings of the Company, receipt by the Agent of a copy, certified by an appropriate officer of the Company, of the resolutions of the board of directors of the Company pursuant to which such Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)is authorized. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of Company on the date ofof such Borrowing as to the facts specified in clauses (c), (d) and before and after giving effect to, such Borrowing(e) of this Section.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans[reserved]; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16 or a Notice of Money Market Borrowing as required by Section 2.4; (b) in the event that such Loan is to be made to, or such Letter of Credit is to be issued for the account of, a Qualified Borrower, receipt by the Administrative Agent of a Note by such Qualified Borrower for the account of each Bank, if not previously delivered, satisfying the requirements of Section 2.6, together with all other items that would have been required to be delivered pursuant to Section 3.1 with respect to such Qualified Borrower; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ig) except in no event, act or condition shall have occurred after the case date of the most recent financial statements of Borrower which has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses(c), (d), (e), (f) and (g) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to April 30, and the Administrative Agent shall provide to all Lenders, 1998; (b) receipt by Lender of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingMaximum Loan Amount; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitment (as reduced pursuant to Section 2.10(c)). (e) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lender, has had or is likely to have a Material Adverse Effect; (i) Lender shall have theretofore received duly and validly executed Subsidiary Guaranties from each Wholly-Owned Subsidiary that owns a Borrowing Base Property; (j) receipt by Lender of a certificate of the chief financial officer or the chief accounting officer of the Borrower certifying that as of the date of such Borrowing, the Borrower is in compliance with Section 5.9 and containing such information as is required by Section 5.1(c)(i) and (ii); (k) receipt by Lender of a certificate of the chief financial officer or the chief accounting officer of the Borrower certifying that Borrower shall receive the proceeds of the Loan Documents (and will use the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation proceeds of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except Loan for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Approved Uses; and (i1) except in Lender shall have received for its account all fees due and payable pursuant to Section 2.7 hereof on account of the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing as to the facts specified in clauses (c), (d), (e), (f), (g) and before and after giving effect to, such Borrowing(i) of this Section.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4(f) or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case Default or Event of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date, which representations and warranties shall be true and correct in all material respects as of such different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ie) except no event, act or condition shall have occurred after the Closing Date which, in the case reasonable judgment of the Required Banks, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d) and (e) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section. In the event that any representation or warranty (as set forth in clause (d) would be materially inaccurate, the Borrower shall disclose the same in writing by Borrower to the Banks, provided, however, that the Borrower may only change such representation or warranty with the prior written consent of the satisfaction Required Banks. Notwithstanding anything to the contrary, no Borrowing or issuance of each a Letter of Credit shall be permitted if such Borrowing or issuance of a Letter of Credit would cause Borrower to fail to be in compliance with any of the foregoing conditions precedent as covenants contained in this Agreement or in any of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) in the event that such Loan is to be made to, or such Letter of Credit is to be issued for the account of, a Qualified Borrower, receipt by the Administrative Agent of a Note by such Qualified Borrower for the account of each Bank, if not previously delivered, satisfying the requirements of Section 2.6; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Majority Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred prior to August 31, and 2000; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that, immediately after such Borrowing shall not be permitted)Borrowing, (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, it being understood and agreed that the representation and warranty set forth in which case such representations and warranties Section 4.13 shall be true and correct in as to all material respects as of such earlier date) both before and after giving effect information furnished prior to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer making of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lendersrespective Loan); and (g) the fact that, at the time of such Borrowing, (i) except in the case there shall be no collateral securing Bonds issued pursuant to either Indenture of a Borrowing obtained type other than the types of collateral permitted to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached secure Bonds issued pursuant to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent Indenture as of the date ofhereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and before warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and after giving effect to, such Borrowing(g) of this Section.

Borrowings. The obligation of any Lender to make a its initial Loan on the occasion of any Borrowing the Amendment and Restatement Date is subject to the satisfaction of the conditions set forth in Section 3.1 and the following conditions:conditions (provided, however, that in the event the Lender makes its initial Loan, such conditions will be deemed to be satisfied or waived, as applicable): (a) The initial Term Loan shall be in an amount no less than $450,000,000. (b) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Original Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have receivedbeen effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken. (c) The Agents shall provide have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all LendersUCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a Notice first priority perfected security interest in the Collateral, except in respect of Borrowing any Permitted Lien or as required otherwise permitted by Section 2.2this Agreement and (2) immediately before and after giving effect to the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider). (d) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that: (i) the Amendment and Restatement Date Portfolio Condition is satisfied; (bii) immediately after giving effect to such the Borrowings to be made on the Initial Borrowing Date (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or and the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment, respectivelyin each case, as in effect on such the Initial Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedDate; (ciii) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fiv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Amendment and Restatement Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gv) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;; and (hvi) each of the Loan Documents (and the Grant provided in this Agreement), remains is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and. (ie) except in The Administrative Agent and the case Lenders shall have received a fully completed and executed Final Funds Flow/Disbursements Authorization letter, including all schedules and exhibits attached thereto, directing the disbursement of a the initial Borrowing obtained hereunder, together with payments of fees and expenses and all other payments required to fund Unfunded Amountsbe made on the Amendment and Restatement Date. (f) The Agents shall have received such other opinions, immediately after giving effect instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such request has been given to the requested Borrowing, the Eligibility Criteria Borrower (though nothing herein shall be satisfied (as demonstrated in a writing attached impose an obligation on any Agent to make any such Notice of Borrowingrequest). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) in the event that such Loan is to be made to, or such Letter of Credit is to be issued for the account of, a Qualified Borrower, receipt by the Administrative Agent of a Note by such Qualified Borrower for the account of each Bank, if not previously delivered, satisfying the requirements of Section 2.6; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions, in each case at the time of such Borrowing and immediately thereafter: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred on or prior to March 22, and 2006; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any fact that the Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, such Borrowing shall not be permitted), as each Indenture is in effect as of the date hereof; (id) the fact that the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, fact that no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(c)) contained in this Agreement shall be true (it being understood and each of agreed that the other Loan Documents representation and warranty set forth in Section 4.13 shall be true and correct in as to all material respects on and information furnished prior to the making of the respective Loan); and (g) the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof, (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and (iii) no collateral shall secure Bonds other than (A) Eligible Collateral under such Indenture the Allowable Amount of which is included within the computation under subsection (ii) above or (B) collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) that is not defined in this Agreement shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan facts specified in clauses (c), (d), (e), (f) and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingSection 3.03.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred prior to October 15, and 1999; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that, immediately after such Borrowing shall not be permitted)Borrowing, (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, it being understood and agreed that the representation and warranty set forth in which case such representations and warranties Section 4.13 shall be true and correct in as to all material respects as of such earlier date) both before and after giving effect information furnished prior to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer making of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lendersrespective Loan); and (g) the fact that, at the time of such Borrowing, (i) except in the case there shall be no collateral securing Bonds issued pursuant to either Indenture of a Borrowing obtained type other than the types of collateral permitted to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached secure Bonds issued pursuant to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent Indenture as of the date ofhereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and before warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and after giving effect to, such Borrowing(g) of this Section.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing on or after the Effective Date is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amountsfact that, immediately after such Borrowing, (i) in the case of any Term Loan Borrowing, the aggregate principal amount of Term Loans made by each Bank on or after the Effective Date will not exceed the Remaining Term Loan Commitment of such Bank and (ii) in the case of any Working Capital Borrowing, the Working Capital Outstandings of each Bank will not exceed its Working Capital Commitment; (c) the fact that, immediately before and after such Borrowing, no Market Trigger Event of Default (and to the actual knowledge of all Authorized Officers, no Default, other than a Default arising under Section 6.01(e) which did not arise from the willful misconduct or gross negligence of the Borrower, which is susceptible of being cured and which the Borrower is diligently taking steps to cure) shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (fd) the fact that the representations and warranties of the Borrower contained in this Agreement (except for those set forth in Section 4.03(a) and each (b) of this Agreement in the case of any Borrowing after the Effective Date and except for any representation or warranty which is rendered untrue solely by reason of a Default which does not prevent satisfaction of the other Loan Documents condition specified in Section 3.01(c)) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Borrowing; and (ie) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Term Loan Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated fact that in a writing attached to such the applicable Notice of Borrowing)Borrowing delivered pursuant to Section 3.01(a) above, the Borrower shall have allocated to Allocated Equity, out of Funded Equity which was not theretofore Allocated Equity, an amount equal to the Current Required Equity Allocation. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing as to the facts specified in clauses (b), (c) and before and after giving effect to, such Borrowing(d) of this Section.

Borrowings. The occurrence of the Closing Date and the obligation of any each Lender to make a Loan an Advance on the occasion of Closing Date or on any Borrowing Date thereafter, is subject to the satisfaction (or waiver) of only the following conditionsconditions precedent: (a) the Administrative Agent Effective Date shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2occurred; (b) immediately after giving effect to no Certain Funds Default has occurred and is continuing; (c) the Borrower shall have paid all fees due and payable as of such Borrowing Date to the Administrative Agent, for itself and on behalf of the Lenders, pursuant to this Agreement and the Fee Letter (andwhich fees, for the avoidance of doubt, if any at the option of the following limits would Borrower, may be exceeded netted against any Advance made on a pro forma basis, the Closing Date or such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term LoansDate, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing); (d) except in the case of Borrower shall have delivered a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral LoansNotice; (e) except as to any Lender’s obligation to make an Advance on the Closing Date or on any Borrowing Date thereafter, it has not, since the date on which such Lender first became a party hereto, become Illegal for such Lender to make, or to allow to remain outstanding, that Advance; provided that such Lender has notified the Borrower promptly upon becoming aware of the relevant issue, and provided further that such Illegality alone will not excuse any other Lender from participating in the case relevant Advance and will not in any way affect the obligations of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;another Lender; and (f) on the representations and warranties of Closing Date, the Borrower contained shall have delivered to the Administrative Agent an officer’s certificate, substantially in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and form attached hereto as Exhibit G, dated as of the date of such Borrowing (unless stated to relate solely to Closing Date, signed by an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedcertifying that on the Closing Date, (i) In the case of a Scheme: (A) the Scheme Effective Date has occurred; and (B) the Catalonia Acquisition shall have been, which does oror substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with respect the terms of the Relevant Rule 2.7 Announcement, after giving effect to any threatened litigationmodifications, seeks amendments, consents or waivers thereof or thereto, and to enjoinany other changes, prohibit other than those modifications, amendments, consents or restrain the funding waivers or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, changes that are materially adverse to the interests of any the Lenders that are effected without the prior written consent of the LendersJoint Lead Arrangers, provided that no consent of the Joint Lead Arrangers shall be required (a) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Companies Act of 2006 or the Takeover Rules), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to any waiver of a condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers that it would be entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed, to lapse or to be withdrawn, (c) to any increase or decrease in the equity consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition, (d) to any increase or decrease of the cash consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition by an amount of less than 10% of the total consideration to be paid or payable by the Borrower in connection with the Catalonia Acquisition or (e) to any increase of the cash consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition; provided that such excess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower; or (ii) In the case of an Offer: (A) the Offer Effective Date has occurred; and (iB) except the purchase by or on behalf of the Borrower of more than 50% of the Catalonia Shares shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the case terms of a Borrowing obtained to fund Unfunded Amountsthe Relevant Rule 2.7 Announcement, immediately after giving effect to any modifications, amendments, consents or waivers thereof or thereto, or other changes, other than those modifications, amendments, consents or waivers or changes that are materially adverse to the requested Borrowinginterests of the Lenders that are effected without the prior written consent of the Joint Lead Arrangers, provided that no consent of the Joint Lead Arrangers shall be required (a) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Eligibility Criteria shall Companies Act of 2006 or the Takeover Rules (including, for the avoidance of doubt, Rule 13.5(a) of the Takeover Code)), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to any waiver of a condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers that it would be satisfied entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed, to lapse or to be withdrawn, (as demonstrated c) to any increase or decrease in a writing attached the equity consideration payable or to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation be paid by the Borrower in connection with the Catalonia Acquisition, (d) to any increase or decrease of the satisfaction cash consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition by an amount of each less than 10% of the foregoing conditions precedent as total consideration to be paid or payable by the Borrower in connection with the Catalonia Acquisition or (e) to any increase of the date of, and before and after giving effect to, cash consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Catalonia Acquisition; provided that such Borrowingexcess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower.

Borrowings. The obligation of any Lender Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a Notice of Money Market Borrowing as required by Section 2.3 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment lesser of the aggregate amount of the Commitments or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedLoan Availability; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent, or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect; Each Borrowing hereunder or acceptance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit issued hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section 3.2, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan Loan, other ---------- than a Refunding Swing Loan, on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to March 31, and 1998; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall Outstanding Balance will not be permitted), (i) exceed the aggregate outstanding principal amount of the Revolving Commitments and, with respect to each Bank, such Bank's pro rata portion of the Loans or Term Loans, as applicable, shall will not exceed the Total Revolving amount of such --- ---- Bank's Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect amount permitted pursuant to such BorrowingSection 2.1(b); (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the Guarantor in the Guaranty (other Loan Documents than representations and warranties which speak as of a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation solely affecting the Borrower and not the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Majority Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a Notice of Money Market Borrowing as required by Section 2.3 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment lesser of the aggregate amount of the Commitments or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedLoan Availability; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent, or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or acceptance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit issued hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section 3.2, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The occurrence of the Closing Date and the obligation of any each Lender to make a Loan an Advance on the occasion of Closing Date or on any Borrowing Date thereafter, is subject to the satisfaction (or waiver) of only the following conditionsconditions precedent: (a) the Administrative Agent Effective Date shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2occurred; (b) immediately after giving effect to no Certain Funds Default has occurred and is continuing; (c) the Borrower shall have paid all fees due and payable as of such Borrowing Date to the Administrative Agent, for itself and on behalf of the Lenders, pursuant to this Agreement and the Fee Letter (andwhich fees, for the avoidance of doubt, if any at the option of the following limits would Borrower, may be exceeded netted against any Advance made on a pro forma basis, the Closing Date or such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term LoansDate, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing); (d) except in the case of Borrower shall have delivered a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral LoansNotice; (e) except as to any Lender’s obligation to make an Advance on the Closing Date or on any Borrowing Date thereafter, it has not, since the date on which such Lender first became a party hereto, become Illegal for such Lender to make, or to allow to remain outstanding, that Advance; provided that such Lender has notified the Borrower promptly upon becoming aware of the relevant issue, and provided further that such Illegality alone will not excuse any other Lender from participating in the case relevant Advance and will not in any way affect the obligations of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;another Lender; and (f) on the representations and warranties of Closing Date, the Borrower contained shall have delivered to the Administrative Agent an officer’s certificate, substantially in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and form attached hereto as Exhibit G, dated as of the date of such Borrowing (unless stated to relate solely to Closing Date, signed by an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedcertifying that on the Closing Date, (i) In the case of a Scheme: (A) the Scheme Effective Date has occurred; and (B) the Westminster Acquisition shall have been, which does oror substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with respect the terms of the Relevant Rule 2.7 Announcement, after giving effect to any threatened litigationmodifications, seeks amendments, consents or waivers thereof or thereto, and to enjoinany other changes, prohibit other than those modifications, amendments, consents or restrain the funding waivers or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, changes that are materially adverse to the interests of any the Lenders that are effected without the prior written consent of the LendersArrangers, provided that no consent of the Arrangers shall be required (a) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Companies Act of 2006 or the Takeover Rules), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to any waiver of a condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers that it would be entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed, to lapse or to be withdrawn, (c) to any increase or decrease in the equity consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition, (d) to any increase or decrease of the cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of less than 10% of the total consideration to be paid or payable by the Borrower in connection with the Westminster Acquisition or (e) to any increase of the cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition; provided that such excess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower; or (ii) In the case of an Offer: (A) the Offer Effective Date has occurred; and (iB) except the purchase by or on behalf of the Borrower of more than 50% of the Westminster Shares shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the case terms of a Borrowing obtained to fund Unfunded Amountsthe Relevant Rule 2.7 Announcement, immediately after giving effect to any modifications, amendments, consents or waivers thereof or thereto, or other changes, other than those modifications, amendments, consents or waivers or changes that are materially adverse to the requested Borrowinginterests of the Lenders that are effected without the prior written consent of the Arrangers, provided that no consent of the Arrangers shall be required (a) in respect of a change to the condition under the Relevant Rule 2.7 Announcement relating to the acceptance by shareholders of Westminster provided that such acceptance condition in respect of the Offer is, at least, accepted by shareholders of Westminster holding more than 50% of Westminster Shares, (b) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Eligibility Criteria shall Companies Act of 2006 or the Takeover Rules (including, for the avoidance of doubt, Rule 13.5(a) of the Takeover Code)), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (c) to any waiver of a condition to the Offer where such waiver does not relate to a condition which the Borrower reasonably considers that it would be satisfied entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Offer not to proceed, to lapse or to be withdrawn, (as demonstrated d) to any increase or decrease in a writing attached the equity consideration payable or to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation be paid by the Borrower in connection with the Westminster Acquisition, (e) to any increase or decrease of the satisfaction cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of each less than 10% of the foregoing conditions precedent as total consideration to be paid or payable by the Borrower in connection with the Westminster Acquisition or (f) to any increase of the date of, and before and after giving effect to, cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition; provided that such Borrowingexcess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit or Existing Letter of Credit, as applicable, issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, Outstanding Balance shall not exceed the Total Revolving Commitment or Total Term aggregate amount of the Commitments and with respect to each Bank, such Bank’s pro rata portion of the Committed Loans and Letter of Credit Usage shall not exceed such Bank’s Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower and Guarantors contained in this Agreement and each of the other Loan Documents Documents, as applicable, shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or issuance both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or Existing Letters of Credit, as applicable, or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder and each issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing or issuance as to the facts specified in clauses (b) through (f) of this Section (except that with respect to clause (e), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower or Guarantors and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing (including any Borrowing on the Closing Date) is subject to the satisfaction of the following conditions; provided that if such Borrowing is a Swingline Takeout Loan, only the conditions set forth in clauses (a) and (b) must be satisfied: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Committed Borrowing as required by Section 2.2; (b) the facts that, immediately after giving effect such Borrowing: (i) with respect to such a Borrowing (andof Tranche A Conventional Loans, for the avoidance of doubt, if any aggregate outstanding principal amount of the following limits would be exceeded on Tranche A Conventional Loans, plus the outstanding principal amount of all Swingline Loans will not exceed the aggregate amount of the Tranche A Commitments; (ii) with respect to a pro forma basisBorrowing of Tranche B Conventional Loans, such Borrowing shall the aggregate outstanding principal amount of the Tranche B Conventional Loans will not be permitted), exceed the aggregate amount of the Tranche B Commitments; and (iiii) the aggregate outstanding principal amount of the Revolving Swingline Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedSwingline Sublimit; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;continuing; and (ed) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) fact that the representations and warranties of the Borrower contained in this Agreement Sections 4.1 through 4.4(a) and each of the other Loan Documents 4.6 through 4.14 shall be true and correct in all material respects on and as of the date of such Borrowing as if made on and as of such date. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c) and (d) of this Section (unless stated to relate solely to an earlier datesuch Borrowing is a Swingline Takeout Loan, in which case such representations and warranties the Borrower shall be true deemed to represent and correct in all material respects warrant as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; facts specified in clause (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreementb), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Bank to make a Loan or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a Notice of Money Market Borrowing as required by Section 2.3; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date and other than the representation and warranty set forth in Section 4.4(c)(i)) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loanssuch; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (Agreement and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any other Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Documents; and (if) except with respect to the initial Borrowing hereunder only, no event, act or condition shall have occurred after the date of the most recent financial statements of Borrower which, in the reasonable judgment of the Administrative Agent, or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), and (f) (with respect to the initial Borrowing hereunder only, and only to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions; provided that if such Borrowing is a Swingline Takeout Borrowing, only the conditions set forth in clauses 3.02(a) and 3.02(b) must be satisfied: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03; (b) the fact that, immediately after giving effect to such Borrowing (and, for in the avoidance case of doubtany Swingline Borrowing, if at any of time prior to the tenth day following limits would be exceeded on a pro forma basis, such Borrowing shall not be permittedthe maturity or expiry date thereof), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date aggregate amount of the Commitments and (ii) the Lender Advance Rate Test shall be satisfiedaggregate outstanding principal amount of Swingline Loans will not exceed $100,000,000; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (ed) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) fact that the representations and warranties of the Borrower contained in this Agreement (except the representations and each of the other Loan Documents warranties set forth in Sections 4.04(c) and 4.06) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Borrowing; and (ie) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Term Loan Borrowing, receipt by the Eligibility Criteria shall be satisfied (as demonstrated in Administrative Agent for the account of each Bank making a writing attached Term Loan pursuant to Section 2.01(b) hereof of a term loan fee equal to 0.10% of the principal amount of such Notice of Borrowing)Bank's Term Loan. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing as to the facts specified in clauses (b), (c) and before (d) of this Section (unless such Borrowing is a Swingline Takeout Borrowing, in which case the Borrower shall be deemed to represent and after giving effect to, such Borrowingwarrant as to the facts specified in clause (b) of this Section).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred prior to December 15, and 1996. (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.02 or Term Loans2.03, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedcase may be; (c) no Commitment Shortfall shall exist the fact that, immediately after giving effect to such Borrowing, the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately after such Borrowing, the aggregate out- standing principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that, immediately after such Borrowing, if such Borrowing is not a Refunding Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of or, if such Loan and the related purchase of Collateral Loans; (e) except in the case of Borrowing is a Borrowing obtained to fund Unfunded Amounts, immediately after such Refunding Borrowing, no Market Trigger Event of Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and each warranties set forth in Section 4.03, the second sentence of Section 4.06, and the other Loan Documents 39 first sentence of Section 4.07) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, it being understood and agreed that the representation and warranty set forth in which case such representations and warranties Section 4.13 shall be true and correct in as to all material respects as of such earlier date) both before and after giving effect information furnished prior to the funding making of such Loan the respective Loan); and the related purchase of Collateral Loans; (g) no law or regulation shall have been adoptedthe fact that, no orderat the time of such Borrowing, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case there shall be no collateral securing Bonds issued pursuant to either Indenture of a Borrowing obtained type other than the types of collateral permitted to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached secure Bonds issued pursuant to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent Indenture as of the date ofhereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and before warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and after giving effect to, such Borrowing(g) of this Section.

Borrowings. The obligation of any Lender Bank to make a Loan on the ---------- occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to February 15, and 1997; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall Outstanding Balance will not be permitted), (i) exceed the aggregate outstanding principal amount of the Revolving Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans or Term Loans, as applicable, shall not exceed on the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect amount permitted -------- pursuant to such BorrowingSection 2.1(b); (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender 62 64 Bank to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Bank and the obligation of any Borrowing the Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions:conditions (as reasonably determined by the Lead Agent; it being agreed that the Lead Agent shall notify the Banks of any condition that it intends to waive): (a) the Administrative Agent Current Closing Date shall have receivedoccurred on or prior to April 30, and 1997; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 and 2.4 or 2.3; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall and the Letter of Credit Usage will not exceed the aggregate amount of the Total Revolving Commitment or Total Term Available Commitments and with respect to each Bank, such Bank's pro rata portion of the Committed Loans and the Letter of Credit Usage will not exceed such Bank's Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase Loans or issuing of Collateral Loanssuch Letters of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (hg) each no event, act or condition shall have occurred after the Current Closing Date which, in the reasonable judgment of the Loan Documents (and Lead Agent or the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.Required Banks,

Borrowings. The obligation of any Lender Bank to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Bank and the obligation of any Borrowing the Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal Dollar Equivalent Amount of the Loans plus the Letter of Credit Usage will not exceed the aggregate amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loans;such Letter of Credit; Table of Contents (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower Guarantors contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing or issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties on the date of such Borrowing obtained to fund Unfunded Amounts, immediately after giving effect or issuance as to the requested Borrowingfacts specified in clauses (b), (c), (d), (e) and (f) (to the Eligibility Criteria extent that any Credit Party is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by a Credit Party to the Banks. Notwithstanding anything herein to the contrary, no Borrowing or issuance of a Letter of Credit shall be satisfied (as demonstrated permitted if such Borrowing would cause any Credit Party to fail to be in a writing attached to such Notice of Borrowing). Each request for compliance with any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit (as applicable) is subject to the satisfaction of the following conditions: (a) in the case of any Borrowing, receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or 2.3, as the case may be; (b) immediately after giving effect to such Borrowing (andBorrowing, for or the avoidance issuance, amendment, renewal or extension of doubtsuch Letter of Credit, if any the Dollar Equivalent of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Dollar Equivalent of the LC Exposure will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts Borrowing, other than a Refunding Borrowing, or an issuance, amendment, renewal or extension of a Letter of Credit: (i) immediately before and after such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (eii) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately before and after such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, no Market Trigger event or condition shall have occurred and be continuing after giving effect which permits any holder of any Material Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof; and (iii) except to the funding of such Loan and extent any representation or warranty expressly relates only to an earlier date, the related purchase of Collateral Loans; (f) fact that the representations and warranties of the IR Parent and each Borrower contained in this Agreement (except the representations and each of the other Loan Documents warranties set forth in Sections 4.4(b), 4.5, 4.7 and 4.11(b)) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier dateor the issuance, in which case such representations and warranties shall be true and correct in all material respects as amendment, renewal or extension of such earlier date) both before and after giving effect to the funding Letter of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Credit; and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit or Existing Letter of Credit, as applicable, issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to June 21, and 2004; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.2 or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedSection 2.3; (c) no Commitment Shortfall shall exist immediately after giving effect to such Borrowing, the Outstanding Balance shall not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank’s pro rata portion of the Committed Loans and Letter of Credit Usage shall not exceed such Bank’s Commitment; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower and Guarantor contained in this Agreement and each of the other Loan Documents Documents, as applicable, shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or issuance both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or Existing Letters of Credit, as applicable, or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder and each issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing or issuance as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower or Guarantor and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to November 15, and 1996; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a Notice of Money Market Borrowing as required by Section 2.3; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent, Co-Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Material Adverse Effect; Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f), and (g) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing Funding Date is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied Material Adverse Effect. (as demonstrated in a writing attached to such Notice of Borrowing). g) Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent fact that the Effective Date shall have receivedoccurred prior to December 15, and 1996. (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (bc) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any Borrower is in compliance with Section 7.12(a) of the following limits would be exceeded on a pro forma basis1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that, immediately after such Borrowing shall not be permitted)Borrowing, (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (ce) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately after such Borrowing, if such Borrowing is not a Refunding Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of or, if such Loan and the related purchase of Collateral Loans; (e) except in the case of Borrowing is a Borrowing obtained to fund Unfunded Amounts, immediately after such Refunding Borrowing, no Market Trigger Event of Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (f) the fact that the representations and warranties of the Borrower contained in this Agreement (except, in the case of a Refunding Borrowing, the representations and each warranties set forth in Section 4.03, the second sentence of Section 4.06, and the other Loan Documents first sentence of Section 4.07 ) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, it being understood and agreed that the representation and warranty set forth in which case such representations and warranties Section 4.13 shall be true and correct in as to all material respects as of such earlier date) both before and after giving effect information furnished prior to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer making of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lendersrespective Loan); and (g) the fact that, at the time of such Borrowing, (i) except in the case there shall be no collateral securing Bonds issued pursuant to either Indenture of a Borrowing obtained type other than the types of collateral permitted to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached secure Bonds issued pursuant to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent Indenture as of the date ofhereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and before warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e), (f) and after giving effect to, such Borrowing.(g) of this Section. 40

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to September 30, and 1998; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.2 or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedSection 2.3; (c) no Commitment Shortfall shall exist immediately after giving effect to such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank's pro rata portion of the Committed Loans and Letter of Credit Usage will not exceed such Bank's Commitment; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower Borrowers and CarrAmerica LP contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the applicable Borrower of the satisfaction of each of the foregoing conditions precedent as of and CarrAmerica LP, if applicable, on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrowers or CarrAmerica LP and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing are each subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to October 20, and 1997; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall Outstanding Balance will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingMaximum Loan Amount; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments (as reduced pursuant to Section 2.10(e)) and with respect to each Bank, such Bank's pro rata portion of the Loans and Letter of Credit Usage will not exceed such Bank's Commitment (as reduced pursuant to Section 2.10(e)). (e) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit, or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Banks, as the case may be, has had or is likely to have a Material Adverse Effect; (i) with respect to any portion of the ten percent (10%) of the proceeds of the Loans available for the payment of working capital needs of the Borrower in accordance with Section 2.14, receipt by the Administrative Agent of a certificate of the chief financial officer or the chief accounting officer of the Borrower certifying that the Borrower will use the proceeds of such Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation for working capital needs of the Borrower and briefly describing such needs; (j) receipt by the Services Provider, in each case, to the extent such Person is Administrative Agent of a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any certificate of the Lenderschief financial officer or the chief accounting officer of the Borrower certifying that as of the date of such Borrowing, the Borrower is in compliance Section 5.9 and Section 5.11 and containing such information as is required by Section 5.1(c) (i) and (ii); and (ik) except in receipt by the case Administrative Agent of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to certificate of the requested Borrowing, chief financial officer or the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to chief accounting officer of the Borrower certifying that the Borrower will use the proceeds of such Notice of Borrowing)Loan for Approved Uses and briefly describing such Approved Uses. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing as to the facts specified in clauses (c), (d), (e), (f), and before and after giving effect to, such Borrowing(g) of this Section.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder or issuance of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria Letter of Credit hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the ---------- occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to January 31, and 1997; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall Outstanding Balance will not be permitted), (i) exceed the aggregate outstanding principal amount of the Revolving Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans or Term Loans, as applicable, shall not exceed on the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect amount permitted -------- pursuant to such BorrowingSection 2.1(b); (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan or to participate in any Letter of Credit issued by any Fronting Bank and the obligation of the Fronting Banks to issue a Letter of Credit or the obligation of the Swingline Lenders to make a Swingline Loan on the occasion of any Borrowing or Letter of Credit issuance is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.18, as applicable, or a Notice of Money Market Borrowing as required by Section 2.3 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16; (b) in the event that such Loan is to be made to, or such Letter of Credit is to be issued for the account of, a Qualified Borrower, receipt by the Administrative Agent of a Note by such Qualified Borrower for the account of each Bank, if not previously delivered, satisfying the requirements of Section 2.5, together with all other items that would have been required to be delivered pursuant to Section 3.1 with respect to such Qualified Borrower; (c) immediately after giving effect to such Borrowing (andor issuance, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing both before and after giving effect to the making of such Loans or the issuance of such Letter of Credit (unless stated to relate solely to an earlier other than (i) representations and warranties which expressly speak as of a different date, in which case such representations and warranties shall be they are true and correct in all material respects as of such earlier different date, (ii) both before the representation and warranty set forth in Section 4.4(c)(i) and (iii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to the funding of such Loan and the related purchase of Collateral Loansqualification); (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this AgreementAgreement and the other Loan Documents; (g) as of the Closing Date only, the representation and warranty set forth in Section 4.4(c)(i) shall be true and correct in all respects; and (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amountsbe denominated in an Alternate Currency or the issuance of an Alternate Currency Letter of Credit, immediately after giving effect to 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 requested Borrowingreasonable opinion of the Administrative Agent, the Eligibility Criteria Banks having at least 51% of the Alternate Currency Commitments (in the case of any Borrowings to be denominated in an Alternate Currency) or the Fronting Banks (in the case of any Alternate Currency Letter of Credit) would make it impracticable for such Borrowing or Letter of Credit to be denominated in the relevant Alternative Currency. Each Borrowing hereunder or acceptance of a Letter of Credit issued hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), (f) and (g) (with respect to the initial Borrowing hereunder only, and only to the extent that the Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing or issuance of a Letter of Credit shall be permitted if such Borrowing or issuance would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation (i) Pursuant to the Note Purchase Agreement, the Issuer may, at its sole option, from time to time request by delivery to the Administrative Agent and each Group Noteholder (with a copy to the Indenture Trustee) of any Lender a Borrowing Notice, that the Noteholders make an advance of funds to make the Issuer (each, a Loan "Borrowing") on the occasion of any Borrowing is subject to the Date and, upon satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect conditions precedent to such Borrowing (and, for the avoidance of doubt, if any in Section 2.07 and Section 2.10(b) hereof and Section 3.01 of the following limits would be exceeded on a pro forma basisNote Purchase Agreement, such Borrowing the Noteholders shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect remit on such Borrowing Date and (ii) Date, to or at the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties direction of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to Depositor, an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect amount equal to the requested Borrowing, the Eligibility Criteria . The amount of any Borrowing shall be satisfied at least equal to $1,000,000. (as demonstrated ii) The Servicer shall appropriately note each Borrowing (and the increased Note Principal Balance) in a writing each Servicer Report; provided, that the failure to make any such notation or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive interest and principal payments in respect of the Note Principal Balance held by such Noteholder. Each Group Noteholder shall record on the schedule attached to such Notice Noteholder's Note, the date and amount of Borrowing). Each request for any Borrowing hereunder advanced by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall constitute a representation not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive interest and principal payments in respect of the Note Principal Balance held by such Noteholder. (iii) Absent manifest error, the Note Principal Balance of each Note as set forth in each such Group Noteholder's records shall be binding upon the Indenture Trustee, the Noteholders and the Issuer, notwithstanding any notation made by the Borrower Servicer in its Servicer Report pursuant to the preceding paragraph. (iv) Notwithstanding anything to the contrary herein, in no event shall the Noteholders be required to advance Borrowings if the conditions precedent to the making of Borrowings set forth in Section 2.07 hereof and Section 3.01 of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingNote Purchase Agreement have not been fulfilled.

Borrowings. The obligation of any Lender each Bank to make a Loan on the occasion of any Borrowing Borrowing, and any agreement of an Issuing Bank to consider issuing, amending, renewing or extending any Letter of Credit (except with respect to any amendment, modification, renewal or extension of a Letter of Credit which does not increase the stated amount of such Letter of Credit), is subject to the satisfaction of the following conditions:conditions (subject, in all respects to the terms of Section 1.09, if such Borrowing is in connection with the Existing Notes Redemption during the Redemption Period): (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or Section 2.05, as the case may be, if a Loan is requested or if an issuance, amendment, renewal or extension of a Letter of Credit is requested, receipt by the Administrative Agent and the applicable Issuing Bank of a request therefor under the terms of Section 2.17(a) or if a Swingline Loan is requested, receipt by the Administrative Agent and Swingline Bank of a request therefor under the terms of Section 2.05(b); (b) immediately after giving effect to such Borrowing (andor the issuance, for the avoidance amendment, renewal or extension of doubtsuch Letter of Credit, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal Revolving Credit Exposure will not exceed the aggregate amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing after giving effect to continuing; provided that, if such Borrowing is in connection with the funding Existing Notes Redemption during the Redemption Period, then only Events of such Loan Default under Sections 6.01(a), (g) and (h) in respect of the related purchase of Collateral Loans; (e) except Borrower, in the case of a Borrowing obtained to fund Unfunded Amountseach case, immediately after such Borrowing, no Market Trigger shall not have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;continuing; and (fd) the representations and warranties of the Borrower contained set forth in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Borrowing (unless stated or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to relate solely the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in all respects) as of such earlier date) both before and after giving effect to ; provided that, if such Borrowing is in connection with the funding of such Loan and Existing Notes Redemption during the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation Redemption Period then only the Specified Representations shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders true and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided correct in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto all material respects (except for those provisions of any Loan Document not materialrepresentation and warranty that is qualified by materiality or reference to Material Adverse Effect, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria which such representation and warranty shall be satisfied (as demonstrated true and correct in a writing attached to such Notice of Borrowingall respects). Each request for any Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing or the date of such issuance, amendment, renewal or extension, as applicable, as to the facts specified in clauses (b), (c) and before and after giving effect to, such Borrowing(d) of this Section.

Borrowings. The obligation of any Lender to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Lender and the obligation of any Borrowing the Fronting Lender to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) the receipt by Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2, or a request to cause a Fronting Lender to issue a Letter of Credit pursuant to Section 2.14; (b) if required and if not previously delivered, receipt by Administrative Agent of any Note required by Section 2.4; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Guarantor Default or Guarantor Event of Default shall have occurred and be continuing and no Borrower Default or Borrower Event of Default with respect to such Borrower shall have occurred and be continuing, both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of each of the Guarantors and such Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans;; and (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) . Each Borrowing hereunder or issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by each of the Loan Documents (Guarantors and the Grant provided Borrower receiving such Loan or for whose account such Letter of Credit is being issued on the date of such Borrowing as to the facts specified in this Agreementclauses (d), remains (e) and (f) of this Section, except as otherwise disclosed in full force and effect and is the binding and enforceable obligation of the writing by any Guarantor or such Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to September 30, and 1998; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall Outstanding Balance will not be permitted), (i) exceed the aggregate outstanding principal amount of the Revolving Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans or Term Loans, as applicable, shall and the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term such Bank's Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and Loans; (f) no material default or Event of Default (as defined under the related purchase ▇▇▇▇ Credit Agreement) shall have occurred under the ▇▇▇▇ Credit Agreement as of Collateral Loansthe date of such Borrowing; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;hereby; and (h) each no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Loan Documents Lead Agent or the Required Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (and the Grant provided in c) through (h) of this AgreementSection (except that with respect to clause (g), remains in full force such representation and effect warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and is the binding and enforceable obligation of litigation affecting the Borrower and not solely the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the LendersBanks); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance no Default or Event of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ec) except in the case of Fixed Charge Coverage Ratio shall be at least 1.25 to 1.00; (d) on a Borrowing obtained to fund Unfunded Amountspro forma basis, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding making of such Loan Loans and any substantially contemporaneous addition of any new Collateral with respect to which the Collateral Trustee shall have been granted a first priority security interest for the benefit of the Agents and the related purchase of Collateral Loans;Banks, the Borrower shall be in compliance with the applicable Coverage Test; and (fe) the representations and warranties of the Borrower Loan Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated both before and after giving effect to relate solely the making of such Loans; provided that, to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date) both before ; provided further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects on such respective dates. Each Borrowing hereunder shall be deemed to be a representation and warranty by the funding Borrower on the date of such Loan Borrowing as to the facts specified in clauses (b), (c), (d), and (e) of this Section 3.2. In the related purchase event that any representation or warranty (as set forth in clause (e)) would be materially inaccurate, the Borrower shall disclose the same in writing to the Banks, provided, however, that the Borrower may only change such representation or warranty with the prior written consent of Collateral Loans; (g) no law or regulation shall have been adoptedthe Required Banks. Notwithstanding anything to the contrary, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation Borrowing shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of permitted if such Borrowing would cause the Borrower and the Services Provider, to fail to be in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate compliance with other affected provisions, to the interests of any of the Lenders); and (i) except covenants contained in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated this Agreement or in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Bank to make a Loan or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or Section 2.3(b)(i) or a Notice of Money Market Borrowing as required by Section 2.4; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan Loan, other than a Refunding Swing Loan, on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02; (b) if requested by the Agent or the Required Banks, receipt by the Agent of a certificate of the Borrower satisfactory to the Agent showing the calculation of Total Available Commitments as of the date of such Borrowing; (c) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall and Swing Loans will not exceed the amount of the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingAvailable Commitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) fact that the representations and warranties of the Borrower contained in this Agreement and each of the any other Loan Documents Document (except those that relate specifically to an earlier date) shall be true and correct in all material respects on and as of the date of such Borrowing Borrowing; (unless stated to relate solely to an earlier date, in which case such representations and warranties f) there shall not be true and correct in all material respects as of such earlier datemore than twelve (12) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Borrowings (including Swing Loans) outstanding at any time; (g) receipt by the Agent of a certificate of the Borrower satisfactory to the Agent showing the calculation of the aggregate Borrowings hereunder (determined on a cumulative basis); (h) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (i) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date ofof such Borrowing as to the facts specified in clauses (b), (c), (d), (e), (h) and before and after giving effect to, such Borrowing(i) of this Section.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to September 30, and 1997; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.2 or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedSection 2.3; (c) no Commitment Shortfall shall exist immediately after giving effect to such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans and Letter of Credit Usage will not exceed such Bank's Commitment; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower Borrowers and CarrAmerica LP contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the applicable Borrower of the satisfaction of each of the foregoing conditions precedent as of and CarrAmerica LP, if applicable, on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrowers or CarrAmerica LP and not solely the Banks).

Borrowings. The obligation of any Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit or the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to August 30, and 2010; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.2 or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied2.3; (c) no Commitment Shortfall shall exist immediately after giving effect to such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank’s pro rata portion of the Committed Loans and Letter of Credit Usage will not exceed such Bank’s Commitment; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (f) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender to make a its initial Loan on the occasion of any Borrowing the Amendment and Restatement Date is subject to the satisfaction of the conditions set forth in Section 3.1 and the following conditions:conditions (provided, however, that in the event the Lender makes its initial Loan, such conditions will be deemed to be satisfied or waived, as applicable): (a) the Administrative Agent The initial Term Loan shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2;be in an amount no less than $450,000,000. (b) immediately after giving effect The Agents shall have received evidence satisfactory to such Borrowing the Administrative Agent and the Lenders that (and, for w) the avoidance grant of doubt, if any security pursuant to the Granting Clause herein of all of the following limits would Borrower’s right, title and interest in and to the Collateral pledged to the Collateral Agent on the Original Closing Date shall be exceeded on a pro forma basis, such Borrowing shall not be permitted)effective in all relevant jurisdictions, (ix) delivery of such Collateral in accordance with Section 8.7 to the aggregate outstanding principal amount of Custodian or the Revolving Loans or Term LoansDocument Custodian, as applicable, shall not exceed have been effected, (y) the Total Revolving Commitment Borrower (or Total Term Commitment, respectively, as the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in effect on such Borrowing Date its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (iiz) all other actions, recordings and filings that the Lender Advance Rate Test shall be satisfied;Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken. (c) no Commitment Shortfall The Agents shall exist after giving have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect to such Borrowing; that, (d1) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect each item of Collateral pledged to the funding Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Loan Collateral free and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree clear of any Governmental Authority shall have been issuedliens, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit claims or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions encumbrances of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.nature whatsoever

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) in the case of the initial Borrowing hereunder, which shall occur on the Closing Date, (i) the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to such date and (ii) the Closing Date Portfolio Conditions shall have been fully satisfied on such date; (b) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, received a Notice of Borrowing (excluding, for the avoidance of doubt, any Borrowing of Swingline Refinancing Loans) as required by Section 2.22.2 and the conditions set forth in clause (c) below are met in connection with such Borrowing (as evidenced by the Notice of Borrowing); (bc) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), ): (i) in the case of a Revolving Borrowing, the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Class A-R Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and Date; (ii) in the Lender Advance Rate Test case of a Swingline Borrowing, the aggregate outstanding principal amount of the Swingline Loans shall be satisfiednot exceed $20,000,000; (ciii) in the case of the Class A-T Borrowing on the Closing Date or the Amendment Date, as applicable, the aggregate outstanding principal amount of the Class A-T Loans shall not exceed the Total Class A-T Commitment; (iv) in the case of the Class B Borrowing on the Class B Borrowing Date, the aggregate outstanding principal amount of the Class B Loans shall not exceed the Total Class B Commitment; (v) the aggregate outstanding principal amount of all Loans shall not exceed the Maximum Available Amount on such Borrowing Date; and (vi) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing Revolving Loans obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services ProviderCollateral Manager, the Lenders and the Agents contemplated by this Agreement; (hg) except in the case of Revolving Loans obtained to fund Unfunded Amounts, each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services ProviderCollateral Manager, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and; (ih) except in the case of a Borrowing Revolving Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any ; and (i) in the case of the Class B Borrowing hereunder hereunder, which shall constitute occur on the Class B Borrowing Date, the Agents and Lenders shall have received a representation by letter from S&P addressed to the Borrower confirming that the Class B Loans have been assigned a rating of at least “A (sf)” if the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingClass B Loans are rated.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (as applicable) is subject to the satisfaction of the following conditions: (a) in the case of any Borrowing, receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or 2.3, as the case may be; (b) immediately after giving effect to such Borrowing (andBorrowing, for or the avoidance issuance, amendment, renewal or extension of doubtsuch Letter of Credit, if any the Dollar Equivalent of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Dollar Equivalent of the LC Exposure will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts Borrowing, other than a Refunding Borrowing, or an issuance, amendment, renewal or extension of a Letter of Credit: (i) immediately before and after such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loanscontinuing; (eii) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately before and after such BorrowingBorrowing or the issuance, amendment, renewal or extension of such Letter of Credit, no Market Trigger event or condition shall have occurred and be continuing after giving effect which permits any holder of any Material Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof; and (iii) except to the funding of such Loan and extent any representation or warranty expressly relates only to an earlier date, the related purchase of Collateral Loans; (f) fact that the representations and warranties of IR Parent and the Borrower contained in this Agreement (except the representations and each of the other Loan Documents warranties set forth in Sections 4.4(b), 4.5, 4.7 and 4.11(b)) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier dateor the issuance, in which case such representations and warranties shall be true and correct in all material respects as amendment, renewal or extension of such earlier date) both before and after giving effect to the funding Letter of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Credit; and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent, or the Required Lenders, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), and (f) of this Section, except as otherwise disclosed in writing by Borrower to the Lenders. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to April 16, and 1997; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall Outstanding Balance will not be permitted), (i) exceed the aggregate outstanding principal amount of the Revolving Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans or Term Loans, as applicable, shall not exceed on the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect amount permitted pursuant to such BorrowingSection 2.1(b); (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to April 15, and 2024; (b) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect to such Borrowing (andwith respect to each Term Loan Bank, for the avoidance of doubt, if any such Term Loan Bank’s pro rata portion of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Term Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total such Term Loan Bank’s applicable Term Loan Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after December 31, 2023 which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (f) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender Bank to make a Loan on ---------- the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to February 28, and 1998; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans 2.2 or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied2.3; (c) no Commitment Shortfall shall exist immediately after giving effect to such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank's pro rata portion of the Committed Loans and Letter of Credit Usage -------- will not exceed such Bank's Commitment; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement (other than representations and each warranties which speak as of the other Loan Documents a specific date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (ig) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (g) of this Section (except that with respect to clause (f), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrower and not solely the Banks).

Borrowings. The obligation of any Lender to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Lender and the obligation of any Borrowing the Fronting Lender to issue a Letter of Credit is subject to the satisfaction of the following conditions:conditions (as reasonably determined by the Administrative Agent): (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 and 2.3, together with a certificate or certificates executed by an authorized officer of NorthStar as of the date of such Notice of Borrowing as to the matters set forth in Section 3.1(g); (b) immediately receipt by the Administrative Agent of a fully completed Borrowing Base Certificate stating that, after giving effect to taking into account any such Borrowing (andLoan, for the avoidance of doubt, if any Borrowers shall be in full compliance with all of the following limits would be exceeded on a pro forma basis, such covenants contained in Section 5.8 of this Agreement and that the requirements with respect to the Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test Base Values shall be satisfiedmet; (c) no Commitment Shortfall shall exist immediately after giving effect to such BorrowingBorrowing or issuance of such Letter of Credit, the Outstanding Balance will not exceed the aggregate amount of the Total Available Commitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of such Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase Loans or issuing of Collateral Loanssuch Letters of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower Borrowers contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan Loans, except to the extent any such representation or warranty relates solely to an earlier date and except for such exceptions as may be disclosed by the related purchase of Collateral LoansBorrowers to the Administrative Agent and approved by the Administrative Agent; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letter of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (hg) each no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Loan Documents (and the Grant provided in this Agreement)Administrative Agent, remains in full force and effect and has had or is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, likely to the extent such Person is have a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)Material Adverse Effect; and (ih) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowingsuch Borrowing or issuance of such Letter of Credit, the Eligibility Criteria aggregate outstanding undrawn issued Letters of Credit shall be satisfied not exceed Ten Million Dollars (as demonstrated in a writing attached to such Notice of Borrowing$10,000,000). Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent as of Borrowers on the date ofof such Borrowing as to the facts specified in clauses (d), (e), (f), (g) and before and after giving effect to, such Borrowing(h) (to the extent that Borrowers are aware of any Material Adverse Effect) of this Section.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of evidence satisfactory to it of the adoption by the Board of Directors of the Borrower of a resolution, in form and substance satisfactory to the Agent, to the effect that the execution, delivery and performance of this Agreement by the Borrower is approved and of evidence satisfactory to the Agent that such resolution is in full force and effect; (b) receipt by the Agent of evidence satisfactory to it of the adoption by the Board of Directors of each Guarantor of a resolution, in form and substance satisfactory to the Agent, to the effect that the execution, delivery and performance of the Credit Agreement by such Guarantor is approved and of evidence satisfactory to the Agent that the respective resolution of such Guarantor is in full force and effect; (c) the fact that the Closing Date shall have receivedoccurred on or prior to December 31, and 1996; (d) receipt by the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.02 or 2.03, as the case may be; (be) the fact that, immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfiedCommitments; (cf) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts fact that, immediately before and after such Borrowing, no Default (except, in the case of a Refunding Borrowing, Defaults other than Defaults under subsection (a) or (g) of Section 6.01) shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;continuing; and (eg) except the fact that the representations and warranties of each Obligor contained in this Agreement (except, in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Refunding Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of set forth in Sections 4.04(c), (e) and (g) and 4.05 as to any matter which has theretofore been disclosed in writing by the Borrower contained in this Agreement and each of to the other Loan Documents Banks) shall be true and correct in all material respects on and as of the date of such Borrowing. Each Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties hereunder shall be true deemed to be a representation and correct in all material respects as warranty by the Obligors on the date of such earlier date) both before and after giving effect Borrowing as to the funding of such Loan facts specified in clauses (e), (f) and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingSection.

Borrowings. The occurrence of the Closing Date and the obligation of any each Lender to make a Loan an Advance on the occasion of Closing Date or on any Borrowing Date thereafter, is subject to the satisfaction (or waiver) of only the following conditionsconditions precedent: (a) the Administrative Agent Effective Date shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2occurred; (b) immediately after giving effect to no Certain Funds Default has occurred and is continuing; (c) the Borrower shall have paid all fees due and payable as of such Borrowing Date to the Administrative Agent, for itself and on behalf of the Lenders, pursuant to this Agreement and the Fee Letter (andwhich fees, for the avoidance of doubt, if any at the option of the following limits would Borrower, may be exceeded netted against any Advance made on a pro forma basis, the Closing Date or such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term LoansDate, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing); (d) except in the case of Borrower shall have delivered a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral LoansNotice; (e) except as to any Lender’s obligation to make an Advance on the Closing Date or on any Borrowing Date thereafter, it has not, since the date on which such Lender first became a party hereto, become Illegal for such Lender to make, or to allow to remain outstanding, that Advance; provided that such Lender has notified the Borrower promptly upon becoming aware of the relevant issue, and provided further that such Illegality alone will not excuse any other Lender from participating in the case relevant Advance and will not in any way affect the obligations of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans;another Lender; and (f) on the representations and warranties of Closing Date, the Borrower contained shall have delivered to the Administrative Agent an officer’s certificate, substantially in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and form attached hereto as Exhibit G, dated as of the date of such Borrowing (unless stated to relate solely to Closing Date, signed by an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedcertifying that on the Closing Date, (i) In the case of a Scheme: (A) the Scheme Effective Date has occurred; and (B) the Westminster Acquisition shall have been, which does oror substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with respect the terms of the Relevant Rule 2.7 Announcement, after giving effect to any threatened litigationmodifications, seeks amendments, consents or waivers thereof or thereto, and to enjoinany other changes, prohibit other than those modifications, amendments, consents or restrain the funding waivers or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, changes that are materially adverse to the interests of any the Lenders that are effected without the prior written consent of the LendersLead Arranger, provided that no consent of the Lead Arranger shall be required (a) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Companies Act of 2006 or the Takeover Rules), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (b) to any waiver of a condition to the Scheme where such waiver does not relate to a condition which the Borrower reasonably considers that it would be entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Scheme not to proceed, to lapse or to be withdrawn, (c) to any increase or decrease in the equity consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition, (d) to any increase or decrease of the cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of less than 10% of the total consideration to be paid or payable by the Borrower in connection with the Westminster Acquisition or (e) to any increase of the cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition; provided that such excess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower; or (ii) In the case of an Offer: (A) the Offer Effective Date has occurred; and (iB) except the purchase by or on behalf of the Borrower of more than 50% of the Westminster Shares shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the case terms of a Borrowing obtained to fund Unfunded Amountsthe Relevant Rule 2.7 Announcement, immediately after giving effect to any modifications, amendments, consents or waivers thereof or thereto, or other changes, other than those modifications, amendments, consents or waivers or changes that are materially adverse to the requested Borrowinginterests of the Lenders that are effected without the prior written consent of the Lead Arranger, provided that no consent of the Lead Arranger shall be required (a) in respect of a change to the condition under the Relevant Rule 2.7 Announcement relating to the acceptance by shareholders of Westminster provided that such acceptance condition in respect of the Offer is, at least, accepted by shareholders of Westminster holding more than 50% of Westminster Shares, (b) if any such modification, amendment, consent or waiver shall have been required by any applicable Law (including, without limitation, the Eligibility Criteria shall Companies Act of 2006 or the Takeover Rules (including, for the avoidance of doubt, Rule 13.5(a) of the Takeover Code)), the Takeover Panel, any applicable stock exchange, any applicable government or other regulatory authority, or a court of competent jurisdiction (including, without limitation, the Court), (c) to any waiver of a condition to the Offer where such waiver does not relate to a condition which the Borrower reasonably considers that it would be satisfied entitled in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Offer not to proceed, to lapse or to be withdrawn, (as demonstrated d) to any increase or decrease in a writing attached the equity consideration payable or to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation be paid by the Borrower in connection with the Westminster Acquisition, (e) to any increase or decrease of the satisfaction cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of each less than 10% of the foregoing conditions precedent as total consideration to be paid or payable by the Borrower in connection with the Westminster Acquisition or (f) to any increase of the date of, and before and after giving effect to, cash consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition by an amount of more than 10% of the total consideration payable or to be paid by the Borrower in connection with the Westminster Acquisition; provided that such Borrowingexcess above 10% is funded by way of the proceeds of one or more equity issuances by the Borrower.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver by the Agents and the Lenders pursuant to Section 12.4) of each of the following conditions: (a) In the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to the Closing Date (or waived pursuant to the terms hereof). (b) The Administrative Agent and the Blackstone Asset Based Finance Representative shall have received, and the Administrative Agent shall provide to all Lenders, received a Notice of Borrowing as required by Section 2.2;, which shall include the Borrower’s certification that the conditions set forth in clause (c) through clause (g) below are met in connection with such Borrowing. (bc) immediately Immediately after giving effect to such Borrowing Borrowing: (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i1) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedDate; (c2) the Equity Amount is not less than the Minimum Equity Amount; (3) the Borrowing Base Test is satisfied on such Borrowing Date; and (4) no Commitment Shortfall Cash Diversion Event shall exist after giving effect to such Borrowing;have occurred and then be continuing. (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no No Default shall have occurred and be continuing both immediately before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans;. (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the The representations and warranties of the Borrower Credit Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both immediately before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans;. (gf) no No law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no material litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the BorrowerBorrower after due internal inquiry, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services ProviderCollateral Manager, the Lenders and the Agents contemplated by this Agreement;. (hg) each Each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto Collateral Manager (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the rights, remedies and interests of any of the LendersLenders under the Loan Documents); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans will not exceed the aggregate amount of the Commitments and the aggregate number of Borrowings (whether or Term Loans, as applicable, not outstanding) shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and fifteen (ii) the Lender Advance Rate Test shall be satisfied15); (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing continuing, both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of each of the Guarantors and Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the Borrower of the satisfaction of each of the foregoing conditions precedent Guarantors and Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e), and (f) (to the extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section 3.2, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Borrowing would cause any Credit Party to fail to be in compliance with any of the date of, and before and after giving effect to, such Borrowingcovenants contained in this Agreement or in any of the other Loan Documents.

Borrowings. The obligation of any Lender Bank to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Bank and the obligation of any Borrowing the Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions:conditions (as reasonably determined by the Lead Agent; it being agreed that the Lead Agent shall notify the Banks of any condition that it intends to waive): (a) the Administrative Agent Current Closing Date shall have receivedoccurred on or prior to October 15, and 1996; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 and 2.3; (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall and the Letter of Credit Usage will not exceed the aggregate amount of the Total Revolving Commitment or Total Term Available Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans and the Letter of Credit Usage will not exceed such Bank's Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase Loans or issuing of Collateral Loanssuch Letters of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.pending,

Borrowings. The obligation of any Lender Bank to make a Loan or to participate in any Letter of Credit issued by any Fronting Bank and the obligation of the Fronting Banks to issue a Letter of Credit on the occasion of any funding of a new Borrowing or Letter of Credit issuance is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a Notice of Competitive Bid Borrowing as required by Section 2.3 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.16; (b) immediately before and after giving effect to such Borrowing (and, for the avoidance or issuance of doubt, if any Letter of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such BorrowingCredit, no Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fc) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing both before and after giving effect to the making of such Loans or the issuance of such Letter of Credit (unless stated to relate solely to an earlier other than (i) representations and warranties which expressly speak as of a different date, in which case such representations and warranties shall be they are true and correct in all material respects as of such earlier different date, (ii) both before the representations and warranties set forth in Sections 4.4(c)(i), clauses (i) and (iii) of Section 4.5 and Section 4.10 and (iii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to the funding such qualification (or if such representation and warranty expressly speaks as to a different date, true and correct in all respects as of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, different date after giving effect to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreementsuch qualification), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (id) except in the case of a Borrowing obtained to fund Unfunded Amountsbe denominated in an Alternative Currency or the issuance of an Alternative Currency Letter of Credit, immediately after giving effect to the requested Borrowing, the Eligibility Criteria such currency remains an Eligible Currency. Each funding of a new Borrowing hereunder or acceptance of a Letter of Credit issued hereunder shall be satisfied (as demonstrated in a writing attached deemed to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (b), (c) and (d) of this Section, as applicable, except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the contrary, no funding of a Loan or issuance of a Letter of Credit shall be permitted if such funding of a Loan or issuance would cause Borrower to fail to be in compliance with any of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) in the case of the initial Borrowing hereunder, (i) the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to the applicable Borrowing Date (such date, the "Initial Borrowing Date"); and (ii) the Agents shall have received a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof, (A) (w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which are being released on the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement; (b) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, received a Notice of Borrowing as required by Section 2.22.2 and the conditions set forth in clause (c) below are met in connection with such Borrowing (as evidenced by the Notice of Borrowing); (bc) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingDate; (d) except in the case of a Borrowing Loans obtained to fund Unfunded Amounts Amounts, immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing Loans obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) except in the case of Loans obtained to fund Unfunded Amounts, no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services ProviderCollateral Manager, the Lenders and the Agents contemplated by this Agreement; (hg) except in the case of Loans obtained to fund Unfunded Amounts, each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services ProviderCollateral Manager, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ih) except in the case of a Borrowing Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation of any Lender Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the receipt by Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2, or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.14; (b) receipt by Administrative Agent of a Note by the applicable Borrower for the account of each Bank, if not previously delivered, satisfying the requirements of Section 2.4; (c) immediately after giving effect to such Borrowing (andBorrowing, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall plus the Letter of Credit Usage will not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) aggregate amount of the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCommitments; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Guarantor Default or Guarantor Event of Default shall have occurred and be continuing and no Borrower Default or Borrower Event of Default with respect to such Borrower shall have occurred and be continuing, both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of each of the Guarantors and such Borrower contained in this Agreement and each of the other Loan Documents (other than representations and warranties which expressly speak as of a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans;; and (gf) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) . Each Borrowing hereunder or issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by each of the Loan Documents (Guarantors and the Grant provided Borrower receiving such Loan or for whose account such Letter of Credit is being issued on the date of such Borrowing as to the facts specified in this Agreementclauses (c), remains (d), (e) and (f) of this Section, except as otherwise disclosed in full force and effect and is the binding and enforceable obligation of the writing by any Guarantor or such Borrower and the Services Provider, in each case, to the extent Banks. Notwithstanding anything to the contrary, no Borrowing shall be permitted if such Person is a party thereto (except for those provisions of Borrowing would cause any Loan Document not material, individually or Party to fail to be in the aggregate compliance with other affected provisions, to the interests of any of the Lenders); and (i) except covenants contained in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated this Agreement or in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit and the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.3 or Section 2.4(b)(i) or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.19; (b) in the case of a Revolving Credit Borrowing, Swingline Borrowing or Letter of Credit issuance, immediately after giving effect to such Revolving Credit Borrowing, Swingline Borrowing (andor Letter of Credit issuance, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the sum of the Revolving Loans or Term Credit Loans, as applicable, shall Swingline Loans and the Letter of Credit Usage will not exceed the Total aggregate amount of the Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedCredit Commitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case Default or Event of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (d) the Fixed Charge Coverage Ratio shall be at least 1.25 to 1.00; (e) except in the case of on a Borrowing obtained to fund Unfunded Amountspro forma basis, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding making of such Loan Loans or the issuance of such Letter of Credit and any substantially contemporaneous addition of any new Collateral with respect to which the Collateral Trustee shall have been granted a second priority security interest for the benefit of the Agents and the related purchase Banks (subject only to the first priority Lien granted pursuant to the Security Agreement for the benefit of Collateral Loans;the First Priority Secured Parties), the Borrower shall be in compliance with the applicable Coverage Test; and (f) the representations and warranties of the Borrower Loan Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated or issuance both before and after giving effect to relate solely the making of such Loans or issuance; provided that, to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date) both before ; provided further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects on such respective dates; provided that if the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of Borrower makes a Senior Authorized Officer of the Borrower, threatened, which does or, prepayment with respect to any threatened litigationMulticurrency Revolving Credit Loans denominated in an Alternate Currency, seeks the Borrower shall be permitted to enjoinborrow a Revolving Credit Loan in Dollars substantially concurrently with such payment in an amount less than or equal to the Dollar Equivalent Amount of such Multicurrency Revolving Credit Loan denominated in an Alternate Currency without being required to (x) satisfy the foregoing conditions (other than clause (a) above) or (y) comply with the minimum borrowing amounts otherwise required hereunder. Each Borrowing hereunder or the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), prohibit (d), (e) and (f) of this Section 3.2. In the event that any representation or restrain warranty (as set forth in clause (f)) would be materially inaccurate, the funding Borrower shall disclose the same in writing to the Banks; provided, however, that the Borrower may only change such representation or repayment warranty with the prior written consent of the Loans Required Banks. Notwithstanding anything to the contrary, no Borrowing or the consummation issuance of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each Letter of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation Credit shall be permitted if such Borrowing or issuance of a Letter of Credit would cause the Borrower and the Services Provider, to fail to be in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate compliance with other affected provisions, to the interests of any of the Lenders); and (i) except covenants contained in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated this Agreement or in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Document.

Borrowings. The obligation of any On the terms and conditions hereinafter set forth, the Lender to shall make a Loan on the occasion of any Borrowing is subject loans (“Loans”) to the satisfaction Borrower secured by Pledged Assets from time to time during the period from the date hereof until the earlier of the following conditions: Program Termination Date or the Facility Maturity Date. Separate Loans will be made to finance the Borrower’s acquisition of (x) Pool A Receivables (“Pool A Loans”) and (y) Pool B Receivables (“Pool B Loans”), and no Loan shall finance both Pool A Receivables and Pool B Receivables. Under no circumstances shall the Lender make, or the Borrower request, any Loan if (a) the Administrative Agent shall have receivedprincipal amount of such Loan is less than $500,000, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2; or (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding Borrowing of such Loan and the related purchase Loan, either (i) a Program Termination Event or an event that but for notice or lapse of Collateral Loans; (e) except in the case of time or both would constitute a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have Program Termination Event has occurred and be is continuing or (ii) the aggregate Facility Amount hereunder would exceed the lesser of (A) the Borrowing Limit and (B) the Borrowing Base. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by Pool A Receivables if after giving effect to the funding Borrowing of such Loan and the related purchase of Collateral Loans; Loan, either (f1) the representations and warranties of aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, would exceed the Pool A Borrowing Base or (2) a Pool A Termination Event shall exist. Under no circumstances shall the Lender make, or the Borrower contained in this Agreement and each of the other request, any Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and secured by any Pool B Receivable if after giving effect to the funding Borrowing of such Loan and Loan, either (1) the related purchase of Collateral Loans; (g) no law or regulation shall have been adoptedaggregate Facility Amount hereunder, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, calculated solely with respect to any threatened litigationLoans secured by Pool B Receivables, seeks to enjoin, prohibit would exceed the Pool B Borrowing Base or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h2) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, a Pool B Termination Event shall exist with respect to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached Underlying Originator related to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingPool B Receivable.

Borrowings. The obligation of any Lender Bank to make a Loan on or to participate in any Letter of Credit issued by the occasion Fronting Bank and the obligation of any Borrowing the Fronting Bank to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.2 or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17; (b) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), Borrowing: (i) the aggregate outstanding principal Dollar Equivalent Amount of the Loans plus the Letter of Credit Usage will not exceed such Bank’s Commitment or the aggregate amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and Commitments; (ii) the Lender Advance Rate Test shall be satisfiedaggregate outstanding principal Dollar Equivalent Amount of the Loans plus Letter of Credit Usage denominated in the currency of such Borrowing will not exceed the applicable Tranche Commitment; and (iii) the Loans have been funded in accordance with the Tranche Percentages; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately before and after such BorrowingBorrowing or issuance of any Letter of Credit, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fd) the representations and warranties of the Borrower Guarantors contained in this Agreement (other than representations and each warranties which expressly speak as of the other Loan Documents a different date) shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (ge) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatenedpending, which does or, with respect to any threatened litigation, or seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (if) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Administrative Agent or the Majority Banks, as the case may be, has had or is likely to have a Material Adverse Effect. Each Borrowing or issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties on the date of such Borrowing obtained to fund Unfunded Amounts, immediately after giving effect or issuance as to the requested Borrowingfacts specified in clauses (b), (c), (d), (e) and (f) (to the Eligibility Criteria extent that any Credit Party is or should have been aware of any Material Adverse Effect) of this Section, except as otherwise disclosed in writing by a Credit Party to the Banks. Notwithstanding anything herein to the contrary, no Borrowing or issuance of a Letter of Credit shall be satisfied (as demonstrated permitted if such Borrowing would cause any Credit Party to fail to be in a writing attached to such Notice of Borrowing). Each request for compliance with any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each covenants contained in this Agreement or in any of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Documents.

Borrowings. The obligation of any Bank to make a Loan or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit and the obligation of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.22.3 or Section 2.4(b)(i) or a request to cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.19; (b) in the case of a Revolving Credit Borrowing, Swingline Borrowing or Letter of Credit issuance, immediately after giving effect to such Revolving Credit Borrowing, Swingline Borrowing (andor Letter of Credit issuance, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the sum of the Revolving Loans or Term Credit Loans, as applicable, shall Swingline Loans and the Letter of Credit Usage will not exceed the Total aggregate amount of the Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedCredit Commitments; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case Default or Event of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and Loans or the related purchase issuance of Collateral Loanssuch Letter of Credit; (d) the Fixed Charge Coverage Ratio shall be at least 1.25 to 1.00; (e) except in the case of on a Borrowing obtained to fund Unfunded Amountspro forma basis, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding making of such Loan Loans or the issuance of such Letter of Credit and any substantially contemporaneous addition of any new Collateral with respect to which the Collateral Trustee shall have been granted a second priority security interest for the benefit of the Agents and the related purchase Banks (subject only to the first priority Lien granted pursuant to the Security Agreement for the benefit of Collateral Loans;the First Priority Secured Parties), the Borrower shall be in compliance with the applicable Coverage Test; and (f) the representations and warranties of the Borrower Loan Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated or issuance both before and after giving effect to relate solely the making of such Loans or issuance; provided that, to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date) both before ; provided further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification therein) in all respects on such respective dates; provided that if the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of Borrower makes a Senior Authorized Officer of the Borrower, threatened, which does or, prepayment with respect to any threatened litigationAlternate Currency Revolving Credit Loans, seeks the Borrower shall be permitted to enjoinborrow a Revolving Credit Loan in Dollars substantially concurrently with such payment in an amount less than or equal to the Dollar Equivalent Amount of such Alternate Currency Revolving Credit Loan without being required to (x) satisfy the foregoing conditions (other than clause (a) above) or (y) comply with the minimum borrowing amounts otherwise required hereunder. Each Borrowing hereunder or the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), prohibit (d), (e) and (f) of this Section 3.2. In the event that any representation or restrain warranty (as set forth in clause (f)) would be materially inaccurate, the funding Borrower shall disclose the same in writing to the Banks; provided, however, that the Borrower may only change such representation or repayment warranty with the prior written consent of the Loans Required Banks. Notwithstanding anything to the contrary, no Borrowing or the consummation issuance of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each Letter of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation Credit shall be permitted if such Borrowing or issuance of a Letter of Credit would cause the Borrower and the Services Provider, to fail to be in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate compliance with other affected provisions, to the interests of any of the Lenders); and (i) except covenants contained in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated this Agreement or in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingother Loan Document.

Borrowings. The obligation (i) Pursuant to the Note Purchase Agreement, the Issuer may, at its sole option, from time to time request by delivery to the Initial Noteholder (with a copy to the Indenture Trustee) of any Lender a Borrowing Notice, that the Initial Noteholder make an advance of funds to make the Issuer (each, a Loan “Borrowing”) on the occasion of any Borrowing is subject to the Date and, upon satisfaction of the following conditions: (a) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, a Notice of Borrowing as required by Section 2.2; (b) immediately after giving effect conditions precedent to such Borrowing (and, for the avoidance of doubt, if any in Section 2.07 hereof and Section 3.01 of the following limits would be exceeded on a pro forma basisNote Purchase Agreement, such Borrowing the Initial Noteholder shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect remit on such Borrowing Date and (ii) Date, to or at the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such Borrowing; (d) except in the case of a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties direction of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to Depositor, an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (g) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect amount equal to the requested Borrowing, the Eligibility Criteria . The amount of any Borrowing shall be satisfied at least equal to $1,000,000. (as demonstrated ii) The Servicer shall appropriately note each Borrowing (and the increased Note Principal Balance) in a writing each Servicer Report; provided, that the failure to make any such notation or any error in such notation shall not adversely affect any Noteholder’s rights with respect to its Note Principal Balance and its right to receive interest and principal payments in respect of the Note Principal Balance held by such Noteholder. The Initial Noteholder shall record on the schedule attached to such Notice Noteholder’s Note, the date and amount of Borrowing). Each request for any Borrowing hereunder advanced by it; provided, that failure to make such recordation on such schedule or any error in such schedule shall constitute a representation not adversely affect any Noteholder’s rights with respect to its Note Principal Balance and its right to receive interest and principal payments in respect of the Note Principal Balance held by such Noteholder. (iii) Absent manifest error, the Note Principal Balance of each Note as set forth in the Initial Noteholder’s records shall be binding upon the Indenture Trustee, the Noteholders and the Issuer, notwithstanding any notation made by the Borrower Servicer in its Servicer Report pursuant to the preceding paragraph. (iv) Notwithstanding anything to the contrary herein, in no event shall the Initial Noteholder be required to advance Borrowings if the conditions precedent to the making of Borrowings set forth in Section 2.07 hereof and Section 3.01 of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such BorrowingNote Purchase Agreement have not been fulfilled.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing (excluding, for the avoidance of doubt, any Borrowing of Swingline Refinancing Loans) is subject to the satisfaction of the following conditions: (a) in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to the applicable Borrowing Date; (b) the Administrative Agent shall have received, and the Administrative Agent shall provide to all Lenders, received a Notice of Borrowing as required by Section 2.22.2 and the conditions set forth in clause (c) below are met in connection with such Borrowing (as evidenced by a certificate of an Authorized Officer of the Borrower); (bc) immediately after giving effect to such Borrowing (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), Borrowing: (i) in the case of a Borrowing of Revolving Loans, the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Class A-R Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and Date; (ii) in the Lender Advance Rate Test case of a Borrowing of Swingline Loans, the aggregate outstanding principal amount of Swingline Loans shall not exceed the limit for outstanding Swingline Loans set forth in Section 2.1; and (iii) in the case of a Borrowing of Class A-T Loans, the aggregate principal amount of the Class A-T Loans made as part of such Borrowing shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect equal to such Borrowingthe Total Class A-T Commitment; (d) except in the case of a Borrowing Class A-R Loans obtained to fund Unfunded Amounts Amounts, immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing Class A-R Loans obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (f) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gf) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services ProviderCollateral Manager, the Lenders and the Agents contemplated by this Agreement; (hg) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto Collateral Manager (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); and (ih) except in the case of a Borrowing Class A-R Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria each Coverage Test shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowing.

Borrowings. The obligation Not sell or discount any account receivable or evidence of indebtedness, except to Bank; nor borrow any Lender money or become contingently liable for money borrowed or otherwise incur or allow to make a Loan on exist any Indebtedness, or permit any Subsidiary to do so, except the occasion of any Borrowing is subject to the satisfaction of the following conditionsfollowing: (a) the Administrative Agent shall have received, obligations and liabilities of Borrower and the Administrative Agent shall provide Guarantors to all Lenders, a Notice of Borrowing as required by Section 2.2Bank under this Agreement and the other Loan Documents; (b) immediately after giving effect other indebtedness of Borrower existing on the date of this Agreement and reflected in the most recent financial statement of Borrower delivered to Bank and any extensions, refinancings, modifications, amendments and restatements of any items of such Borrowing (andindebtedness, for provided that the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of thereof is not increased and the Revolving Loans terms thereof are not modified to impose more burdensome terms upon Borrower or Term Loansits Subsidiary, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfiedcase may be; (c) provided that no Commitment Shortfall shall exist after giving effect Event of Default exists at the time such indebtedness is incurred or assumed or would result therefrom, indebtedness in an aggregate outstanding amount not to exceed, at any time, the Commercial Credit Agreement Threshold Amount, incurred to finance the acquisition of equipment, including capital leases, or indebtedness assumed in connection with the acquisition of any such Borrowingequipment or secured by a Lien on any such equipment prior to the acquisition thereof, and any extension, renewal or replacement of any such indebtedness that does not increase the outstanding principal amount thereof; (d) except unsecured Indebtedness to trade creditors incurred in the case ordinary course of business and Indebtedness incurred as a Borrowing obtained to fund Unfunded Amounts immediately after such Borrowing, no Default shall have occurred and be continuing after giving effect to result of endorsing negotiable instruments received in the funding ordinary course of such Loan and the related purchase of Collateral Loansbusiness; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral LoansSubordinated Debt; (f) Indebtedness owed by Borrower or a Guarantor to any Subsidiary (not in excess of $200,000 in the representations and warranties of aggregate outstanding at any time) or to Borrower or a Guarantor, as the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loan and the related purchase of Collateral Loansmay be; (g) no law Indebtedness owed by any Subsidiary to Borrower or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to a Guarantor in connection with current operating expenses incurred in the actual knowledge of a Senior Authorized Officer ordinary course of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit businesses currently engaged in by Borrower or restrain the funding reasonably related thereto and not for extraordinary items or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement;speculative purposes; and (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document other Indebtedness not material, individually or otherwise permitted by Section 7.4 not exceeding $250,000 in the aggregate with other affected provisions, to the interests of outstanding at any of the Lenders); and (i) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing). Each request for any Borrowing hereunder shall constitute a representation by the Borrower of the satisfaction of each of the foregoing conditions precedent as of the date of, and before and after giving effect to, such Borrowingtime.

Borrowings. The obligation of any Lender Bank to make a Loan on the occasion of any Borrowing or to participate in any Letter of Credit issued by the Fronting Bank and the obligation of the Fronting Bank to issue a Letter of Credit on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) the Administrative Agent Closing Date shall have receivedoccurred on or prior to August 16, and 1996; (b) receipt by the Administrative Lead Agent shall provide to all Lenders, of a Notice of Borrowing as required by Section 2.2; (bc) immediately after giving effect with respect to such Borrowing (and, any portion of the $20,000,000 of the proceeds of the Loans solely available for the avoidance payment of doubtCapital Expenditures in accordance with Section 5.15, if any receipt by the Lead Agent and the Banks of a certificate of the following limits would be exceeded on a pro forma basis, chief financial officer or the chief accounting officer of ▇▇▇▇ certifying that the applicable Borrower will use the proceeds of such Borrowing shall not be permitted), (i) the aggregate outstanding principal amount of the Revolving Loans or Term Loans, as applicable, shall not exceed the Total Revolving Commitment or Total Term Commitment, respectively, as in effect on Loan for Capital Expenditures and briefly describing such Borrowing Date and (ii) the Lender Advance Rate Test shall be satisfied; (c) no Commitment Shortfall shall exist after giving effect to such BorrowingCapital Expenditures; (d) except in with respect to the case next Notice of Borrowing delivered to Lead Agent after any delivery of a Notice of Borrowing obtained to fund Unfunded Amounts and the certificate set forth in subsection (c) of this Section 3.2, receipt by the Lead Agent and the Banks of a certificate of the chief financial officer or the chief accounting officer of ▇▇▇▇ certifying that the applicable Borrower has used the proceeds of such Loan for Capital Expenditures; (e) immediately after such Borrowing, the Outstanding Balance will not exceed the aggregate amount of the Commitments and with respect to each Bank, such Bank's pro rata portion of the Loans and Letter of Credit Usage will not exceed such Bank's Commitment; (f) immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (e) except in the case of a Borrowing obtained to fund Unfunded Amounts, immediately after such Borrowing, no Market Trigger shall have occurred and be continuing after giving effect to the funding of such Loan and the related purchase of Collateral Loans; (fg) the representations and warranties of the Borrower Borrowers and CarrAmerica LP contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding making of such Loan and the related purchase of Collateral Loans; (gh) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, or threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain restrain, the funding making or repayment of the Loans Loans, the issuance of any Letters of Credit or any participations therein or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; (h) each of the Loan Documents (and the Grant provided in this Agreement), remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders)hereby; and (i) except no event, act or condition shall have occurred after the Closing Date which, in the reasonable judgment of the Lead Agent or the Required Banks, as the case of may be, has had or is likely to have a Borrowing obtained to fund Unfunded Amounts, immediately after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing)Material Adverse Effect. Each request for any Borrowing hereunder shall constitute be deemed to be a representation and warranty by the applicable Borrower of the satisfaction of each of the foregoing conditions precedent as of and CarrAmerica LP, if applicable, on the date of, and before and after giving effect toof such Borrowing as to the facts specified in clauses (c) through (i) of this Section (except that with respect to clause (h), such Borrowingrepresentation and warranty shall be deemed to be limited to laws, regulations, orders, judgments, decrees and litigation affecting the Borrowers or CarrAmerica LP and not solely the Banks).