Common use of Conditions Precedent to Each B Borrowing Clause in Contracts

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: (a) the Administrative Agent shall have received the B Note payable to the order of such Lender evidencing such B Advance (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (b) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a any B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the further conditions precedent that: that (ai) at or before the time required by paragraph (iii) of Section 2.19(a), the Administrative Agent shall have received the B Note payable to the order written confirmatory notice of such Lender evidencing B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Advance (to the extent that such B Note is required Borrowing this Agreement shall have become effective pursuant to Section 2.03(b) to be delivered prior to such B Borrowing)3.01, and and (biii) on the date of such B Borrowing, before and immediately after giving effect to such B Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and each of correct, and the giving by the Borrower of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a its representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and immediately after giving effect to such B Borrowing thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such datedate (or, andif such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (iib) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefromBorrowing, which constitutes a Default or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such B Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Note payable to the order of such Lender evidencing such B Advance Borrowing with respect thereto in accordance with Section 2.03 and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties of the Borrower contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) Article IV are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date, and (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an a Potential Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to a Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.16(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note executed by such Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.16, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such B Borrowing such statements are true): (i1) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations pertaining to such Borrower and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) its Subsidiaries are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii2) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, (3) Following the making of such B Borrowing and all other Borrowings to be made on the same day to such Borrower under this Agreement, the aggregate principal amount of all Advances to such Borrower then outstanding will not exceed the aggregate amount of the Commitments to such Borrower (computed without regard to any B Reduction), and (4) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks to TWC (computed without regard to any B Reduction); and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Note payable to the order of such Lender evidencing such B Advance Borrowing with respect thereto in accordance with Section 2.03 and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the applicable Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Partnership and the Corporation that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties of the Partnership and the Corporation contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) Article IV are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date, and (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an a Potential Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are truetrue and correct): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an Event of Unmatured Default.; and

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) at or before the Administrative applicable time and date before the date of such B Borrowing set forth in SECTION 2.03(b)(i) or 2.03(c)(i), as applicable, the Agent shall have received the Notice of B Borrowing with respect thereto, (ii) at or before the applicable time and date before the date of such B Borrowing set forth in SECTION 2.03(b)(iii) or 2.03(c)(iii), as applicable, the Agent shall have received the written confirmatory notice of such B Borrowing to be given by the Company pursuant to SECTION 2.03(b)(iii) or SECTION 2.03(c)(iii), as applicable, (iii) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note signed by the applicable Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with SECTION 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biv) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section SECTION 4.01 (except forother than SUBSECTIONS (j) and (o) thereof) and, in the case of any if such B Borrowing after the Effective Dateis by a Borrowing Subsidiary, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)SECTION 4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that the Closing Date shall have occurred and (a) the Administrative Agent shall have received the Notice of B Borrowing with respect thereto, (b) if (and only if) requested by such Lender, on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the relevant Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)Excluded Representations) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (aA) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (B) on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bC) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are truetrue and correct): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an Event of Unmatured Default.; and

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (a) at or before the Administrative time required by paragraph (iii) of Section 2.08(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (b) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to at least the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.08, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 Article V (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth other than in Section 4.01(e)(iii) 5.05 and Section 4.01(f)(i)5.06) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event Default, and (iii) following the making of Default.such B Borrowing and all other Borrowings to be made on the same day to the Borrower under this Agreement, the aggregate principal amount of all Advances then outstanding shall not exceed the aggregate amount of the Commitments to the Borrower (computed without regard to any B Reduction);

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a any B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the further conditions precedent that: that (ai) at or before the time required by paragraph (iii) of Section 2.19(a), the Administrative Agent shall have received the B Note payable to the order written confirmatory notice of such Lender evidencing B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Advance (to the extent that such B Note is required Borrowing this Agreement shall have become effective pursuant to Section 2.03(b) to be delivered prior to such B Borrowing)3.01, and and (biii) on the date of such B Borrowing, before and immediately after giving effect to such B Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and each of correct, and the giving by the Borrower of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a its representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and immediately after giving effect to such B Borrowing thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) Each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such datedate (or, andif such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefromBorrowing, which constitutes a Default or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (c) The aggregate amount of the borrowings under this Agreement (including such B Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are truetrue and correct): (i) the representations and warranties contained in Section 4.01 (except forexcluding those contained in subsections (e), in the case of any (f), (g), (h) and (j) thereof if such B Borrowing after does not increase the Effective Date, aggregate amount of Advances over the representations aggregate amount of all Advances outstanding immediately prior to such B Borrowing) and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) 5 of the Support Agreement are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an Event of Unmatured Default.; and

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, each in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower or any Borrowing Subsidiary of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, in other than the case last sentence of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii4.01(e) and other than Section 4.01(f)(i)) are true and correct in all material respects, on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (c) The information concerning the Borrower that has been provided in writing to the Administrative Agent and each Lender by the Borrower in connection herewith as required by the provisions of this Agreement did not include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; PROVIDED that with regard to any information delivered to a Lender pursuant to Section 5.01(e)(vii), the representation and warranty in this Section 3.03(c) shall apply only to such information that is specifically identified to the Borrower at the time the request is made as information (i) that may be delivered to a purchaser of a B Note, or (ii) that is otherwise requested to be subject to this Section 3.03(c); and PROVIDED FURTHER that each Lender shall be deemed to have knowledge of information contained in the Borrower's public filings with the Securities and Exchange Commission that have been delivered to the Lenders pursuant to Section 5.01(e).

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to the Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.16(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.16, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i1) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii2) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, (3) Following the making of such B Borrowing and all other Borrowings to be made on the same day to the Borrower under this Agreement, the aggregate principal amount of all Advances to the Borrower then outstanding will not exceed the aggregate amount of the Commitments (computed without regard to any B Reduction), and (4) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks (computed without regard to any B Reduction); and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that the Restatement Date shall have occurred and (a) the Administrative Agent shall have received the Notice of B Borrowing with respect thereto, (b) if (and only if) requested by such Lender, on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the relevant Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)Excluded Representations) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) at or before the Administrative applicable time and date before the date of such B Borrowing set forth in Section 2.06(b)(i) or 2.06(c)(i), as applicable, the Agent shall have received the Notice of B Borrowing with respect thereto, (ii) at or before the applicable time and date before the date of such B Borrowing set forth in Section 2.06(b)(iii) or 2.06(c)(iii), as applicable, the Agent shall have received the written confirmatory notice of such B Borrowing to be given by the Company pursuant to Section 2.06(b)(iii) or Section 2.06(c)(iii), as applicable, (iii) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note signed by the applicable Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.06, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biv) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section 4.01 (except forother than subsection (p) thereof) and, in the case of any if such B Borrowing after the Effective Dateis by a Borrowing Subsidiary, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no event No Default or Event of Default has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Note payable to Borrowing with respect thereto, (ii) in the order case of such Lender evidencing such the making of the first B Advance (to hereunder after the extent that such B Note is required Borrower shall have registered as a holding company pursuant to Section 2.03(b) to be delivered prior to such B Borrowing)5 of PUHCA, and the Administrative Agent shall have received a certified copy of the SEC Order, and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are true): (i) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of DefaultDefault or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (a) i the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (b) iii on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower Company of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that Company that, on the date of such B Borrowing Borrowing, such statements are true): (ik) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in other than Section 4.01(e)(iii) and Section 4.01(f)(i4.01(e)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (iil) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that the Effective Date shall have occurred and (a) the Administrative Agent shall have received the Notice of B Borrowing with respect thereto, (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iiithe last sentence of subsection (e) and Section 4.01(f)(i)subsection (f)(i) thereof) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a any B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.19(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.19, (to iii) on or before the extent that date of such B Note is required Borrowing this Agreement shall have become effective pursuant to Section 2.03(b) to be delivered prior to such B Borrowing)3.01, and and (biv) on the date of such B Borrowing, before and immediately after giving effect to such B Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and each of correct, and the giving by the Borrower of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a its representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and immediately after giving effect to such B Borrowing thereto and to the application of the proceeds therefrom, as though made on the following statements are true and as of such date, and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.correct:

Conditions Precedent to Each B Borrowing. The ---------------------------------------- obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (a) the Administrative Agent such Lender shall have received the written confirmatory Notice of B Note payable to the order of such Lender evidencing such B Advance (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and Borrowing with respect thereto and (b) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and. (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to the Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.16(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, if the Bank making any B Advance shall have requested a B Note pursuant to Section 2.16(a)(ii), the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing Bank for the B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.16, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) 4.1 are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and; (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (c) Following the making of such B Borrowing and all other Borrowings to be made on the same day to the Borrower under this Agreement, the aggregate principal amount of all Advances to the Borrower then outstanding will not exceed the aggregate amount of the Commitments (computed without regard to any B Reduction); and (d) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks (computed without regard to any B Reduction).

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) at or before the Administrative applicable time and date before the date of such B Borrowing set forth in Section 2.03(b)(i) or 2.03(c)(i), as applicable, the Agent shall have received the Notice of B Borrowing with respect thereto, (ii) at or before the applicable time and date before the date of such B Borrowing set forth in Section 2.03(b)(iii) or 2.03(c)(iii), as applicable, the Agent shall have received the written confirmatory notice of such B Borrowing to be given by the Company pursuant to Section 2.03(b)(iii) or Section 2.03(c)(iii), as applicable, (iii) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note signed by the applicable Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biv) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section 4.01 (except forother than subsections (j) and (o) thereof) and, in the case of any if such B Borrowing after the Effective Dateis by a Borrowing Subsidiary, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no event No Default or Event of Default has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, each in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower or any Borrowing Subsidiary of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, in other than the case last sentence of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii4.01(e) and other than Section 4.01(f)(i)) are true and correct in all material respects, on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are truetrue and correct): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) 5 of the Support Agreement are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an Event of Unmatured Default; and (d) the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance (to the extent that such B Note is required pursuant to in accordance with Section 2.03(b) to be delivered prior to such B Borrowing2.02(c), and and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the The representations and warranties contained in Section 4.01 (except for, each Loan Document are correct in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and. (ii) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are true): true and correct): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) 5 of the Support Agreement are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a an Event of Default or an Event of Unmatured Default; and (d) the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (a) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (b) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance (to the extent that such B Note is required pursuant to in accordance with Section 2.03(b) to be delivered prior to such B Borrowing2.02(c), and and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the The representations and warranties contained in this Agreement (other than the last sentence of Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i4.01(e)) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and. (ii) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (a) at or before the Administrative time required by paragraph (iii) of Section 2.08(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (b) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to at least the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.08, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) Article V are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default Default, and and the Agent shall have received such other approvals, opinions or an Event of Defaultdocuments as any Bank through the Agent may reasonably request.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) (x) in the case of any B Borrowing (except as otherwise set forth in subclause (y) below), on or before the date of such B Borrowing, but prior to such B Borrowing, and (y) in the case of same day, fixed rate B Borrowings, promptly after any such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03 and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.,

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to a Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.16(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, if the Bank making any B Advance shall have requested a B Note pursuant to Section 2.16(a)(ii), the Agent shall have received a B Note executed by such Borrower payable to the order of such Lender evidencing Bank for the B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.16, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, and in each of the case of any B Borrowing after the Effective Date, the representations L/C Collateral Documents pertaining to such Borrower and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) its Subsidiaries are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and; (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (c) Following the making of such B Borrowing and all other Borrowings to be made on the same day to such Borrower under this Agreement, the aggregate principal amount of all Advances to such Borrower then outstanding will not exceed the aggregate amount of the Commitments to such Borrower (computed without regard to any B Reduction); (d) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks to TWC (computed without regard to any B Reduction); and

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a any B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.19(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.19, (to iii) on or before the extent that date of such B Note is required Borrowing this Agreement shall have become effective pursuant to Section 2.03(b) to be delivered prior to such B Borrowing)3.01, and and (biv) on the date of such B Borrowing, before and immediately after giving effect to such B Borrowing and to the application of the proceeds therefrom, the following statements shall be true (and each of correct, and the giving by the Borrower of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a its representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and immediately after giving effect to such B Borrowing thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) Each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.;

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance to the Borrower on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the further conditions precedent that: that (ai) at or before the Administrative time required by paragraph (iii) of Section 2.16(a), the Agent shall have received the written confirmatory notice of such B Borrowing contemplated by such paragraph, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note executed by the Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.16, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i1) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) 4.1 are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (ii2) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, (3) Following the making of such B Borrowing and all other Borrowings to be made on the same day to the Borrower under this Agreement, the aggregate principal amount of all Advances to the Borrower then outstanding will not exceed the aggregate amount of the Commitments (computed without regard to any B Reduction), and (4) After giving effect to such B Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Advances will not exceed the aggregate of the Commitments of the Banks (computed without regard to any B Reduction); and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the conditions precedent that: that (a) the Administrative Agent shall have received certified copies of the Post December 31, 2000 Borrowing Approvals (in the case of any B Borrowing on or after December 31, 2000); (b) the Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto; (c) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note requested by such Lender pursuant to Section 2.16, payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03; and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bd) on the date of such B Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing therefrom shall constitute a representation and warranty by the Borrower that that, on the date of such B Borrowing Borrowing, such statements are truetrue and correct): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a an Event of Default or an Event of Unmatured Default; and (iii) the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) at or before the Administrative applicable time and date before the date of such B Borrowing set forth in Section 2.06(b)(i) or 2.06(c)(i), as applicable, the Agent shall have received the Notice of B Note payable to Borrowing with respect thereto, (ii) at or before the order applicable time and date before the date of such Lender evidencing B Borrowing set forth in Section 2.06(b)(iii) or 2.06(c)(iii), as applicable, the Agent shall have received the written confirmatory notice of such B Advance (Borrowing to be given by the extent that such B Note is required Company pursuant to Section 2.03(b2.06(b)(iii) to be delivered or Section 2.06(c)(iii), as applicable, (iii) on or before the date of such B Borrowing but prior to such B Borrowing), and the Agent shall have received a B Note signed by the applicable Borrower payable to such Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.06, and (biv) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section 4.01 (except forother than subsection (p) thereof) and, in the case of any if such B Borrowing after the Effective Dateis by a Borrowing Subsidiary, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no event No Default or Event of Default has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is shall be subject to the further conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Note payable to the order of such Lender evidencing such B Advance Borrowing with respect thereto, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such B Borrowing, Borrowing before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations or warranties specifically relate to an earlier date, andin which case they shall be true and correct as of such date), (iib) no event No Default or Event of Default has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event and (c) The aggregate amount of Defaultsuch B Borrowing and all other Borrowings to be made on the same day hereunder is within the aggregate amount of the unused Commitments of the Lenders.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 5.01 (except for, excluding those contained in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iiisubsections (e) and Section 4.01(f)(i)(f)(i) thereof) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (c) No event has occurred and no circumstance exists as a result of which the information concerning the Borrower that has been provided to the Agent and each Bank by the Borrower in connection herewith would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a each B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that the Closing Date shall have occurred and (a) the Administrative Agent shall have received the Notice of B Borrowing with respect thereto, (b) on or before the date of such B Borrowing, but prior to such B 52 - 48 - Borrowing, the Administrative Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bc) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (i) the representations and warranties contained in Section 4.01 (except for, in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)Excluded Representations) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default.

Conditions Precedent to Each B Borrowing. The obligation of each A Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Note payable to Borrowing with respect thereto or the order notices from the Borrower contemplated by the second sentence of such Lender evidencing such B Advance Section 2.03(a)(v) and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (bii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 6.01 (except for, in other than the case last sentence of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i6.01(e)) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (iii) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or Default and (ii) no event has occurred and is continuing which constitutes an "Event of Default." or "Default" under the Five- Year Credit Agreement, and

Conditions Precedent to Each B Borrowing. The obligation of each Lender which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) on or before the date of such B Borrowing, but prior to such B Borrowing, the Agent shall have received from the Borrower a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the The representations and warranties contained in Section 4.01 (except for, and in the case of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) each other Loan Document are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (c) No event has occurred and no circumstance exists as a result of which the information concerning the Borrower that has been provided to the Agent and each Lender by the Borrower in connection herewith would include an untrue statement of a material fact or omit to state any material fact or any fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

Conditions Precedent to Each B Borrowing. The obligation of each Lender Bank which is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) at or before the Administrative applicable time and date before the date of such B Borrowing set forth in SECTION 2.03(b)(i) or 2.03(c)(i), as applicable, the Agent shall have received the Notice of B Borrowing with respect thereto, (ii) at or before the applicable time and date before the date of such B Borrowing set forth in SECTION 2.03(b)(iii) or 2.03(c)(iii), as applicable, the Agent shall have received the written confirmatory notice of such B Borrowing to be given by the Company pursuant to SECTION 2.03(b)(iii) or SECTION 2.03(c)(iii), as applicable, (iii) on or before the date of such B Borrowing but prior to such B Borrowing, the Agent shall have received a B Note signed by the applicable Borrower payable to the order of such Lender evidencing Bank for each of the one or more B Advances to be made by such Bank as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with SECTION 2.03, and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biv) on the date of such B Borrowing the following statements shall be true 5true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the such Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section SECTION 4.01 (except forother than SUBSECTIONS (j) and (o) thereof) and, in the case of any if such B Borrowing after the Effective Dateis by a Borrowing Subsidiary, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)SECTION 4.02 (as to such Borrowing Subsidiary) are true and correct in all material respects on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) no No event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Conditions Precedent to Each B Borrowing. The obligation of each Lender which that is to make a B Advance on the occasion of a B Borrowing (including the initial B Borrowing) to make such B Advance as part of such B Borrowing is subject to the conditions precedent that: that (ai) the Administrative Agent shall have received the written confirmatory Notice of B Borrowing with respect thereto, (ii) (x) in the case of any B Borrowing (except as otherwise set forth in subclause (y) below), on or before the date of such B Borrowing, but prior to such B Borrowing, and (y) in the case of same day, fixed rate B Borrowings, promptly after any such B Borrowing, the Agent shall have received a B Note payable to the order of such Lender evidencing for each of the one or more B Advances to be made by such Lender as part of such B Borrowing, in a principal amount equal to the principal amount of the B Advance to be evidenced thereby and otherwise on such terms as were agreed to for such B Advance in accordance with Section 2.03 and (to the extent that such B Note is required pursuant to Section 2.03(b) to be delivered prior to such B Borrowing), and (biii) on the date of such B Borrowing the following statements shall be true (and each of the giving of the applicable Notice of B Borrowing and the acceptance by the Borrower of the proceeds of such B Borrowing shall constitute a representation and warranty by the Borrower that on the date of such B Borrowing such statements are true): (ia) the representations and warranties contained in Section 4.01 (except for, excluding that contained in the case last sentence of any B Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iiisubsection (e) and Section 4.01(f)(i)thereof) are true and correct on and as of the date of such B Borrowing, before and after giving effect to such B Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, (iib) no event has occurred and is continuing, or would result from such B Borrowing or from the application of the proceeds therefrom, which constitutes a Default and (c) no event has occurred and no circumstance exists as a result of which the information concerning the Borrower that has been provided to the Agent and each Lender by the Borrower in connection herewith would include an untrue statement of a material fact or an Event omit to state any material fact or any fact necessary to make the statements contained therein, in the light of Defaultthe circumstances under which they were made, not misleading.