Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties unless any such representation or warranty is qualified by materialityor subject to a materiality qualification (including “Material Adverse Effect” or similar term of qualification), in which case such representation or warranty shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate (or, except if stated to the extent that any such representation or warranty expressly relates only to have been made as of an earlier date, in which case they were true and correct (in all material respects (except those representations qualified by materialityrespects, which were true and correctas the case may be) as of such earlier date); and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of a Default or would constitute a Potential Event of Default.; and

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any a Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ax) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (by) On on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company Borrower contained in Article IV Section 4.01 (other than in Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Loan on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following further conditions precedent: precedent that on the date of such Borrowing (a) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV V, other than Section 5.04(b) and Section 5.05, are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and, (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or a Potential Event prior to such date but which have not been made prior to such date, the aggregate principal amount of Defaultall Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance (other than a Competitive Bid Advance) on the occasion of any each Borrowing (other than, with respect or of each Issuing Lender to Section 3.03(b), on the Closing Date and the Merger Date) is issue a Letter of Credit shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Company Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or issuance such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (a) The the Administrative Agent shall have received a the written confirmatory Notice of Borrowing with respect thereto in accordance with Section 2.02; and thereto, and (b) On on the date of such Borrowing any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 (other than the last sentence of Section 4.01(e)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, which constitutes therefrom that would constitute an Event of Default but for the requirement that notice be given or a Potential Event of Defaulttime elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of each Borrowing (including any Borrowing (other than, with respect the proceeds of which are used to Section 3.03(b), on finance the Closing Date Tender Offer and the Merger DateMerger) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in Section (f)(i) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect than a Swing Line Advance made by a Lender pursuant to Section 3.03(b2.02(b)(ii)), on the Closing Date and the Merger Date) is right of the Borrower to request a Swing Line Borrowing, shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (including the initial Borrowing) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Swing Line Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing (other than solely with respect to Revolving Credit Advances used to the fund the payment of commercial paper issued by the Borrower from time to time, the representation and warranties contained in Section 4.01(f)(ii) hereof) and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing, in which case they were true such representations and warranties shall have been correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; , and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (i) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV section 4.01 of this Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse or both; and (ii) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Appropriate Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of each such Borrowing such statements are trueBorrowing, the Borrower shall be deemed to have represented and warranted that): (i) The the representations and warranties of the Company each Loan Party contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except except, in each case, with respect to the extent that any such representation representations and warranties made only as of, or warranty expressly relates only to relating to, an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom; and (iii) in the case of a Borrowing after a Qualified IPO, which constitutes an Event after giving effect to such Borrowing and the application of Default proceeds thereof, the ratio of Consolidated Total Net Debt of the Parent and its Subsidiaries as of the date of such Borrowing to Adjusted EBITDA of the Parent and its Subsidiaries for the Measurement Period most recently completed on or a Potential Event prior to the date of Defaultsuch Borrowing shall not exceed 5.50 to 1.0.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on in connection with any Borrow (including without limitation, the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent:precedent that on the date of such Borrowing, (ai) The Administrative Agent shall have received a Notice of Contract Borrowing with respect thereto or Notice of Competitive Borrowing (or, in accordance with Section 2.02; the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing), executed and completed by a Financial Officer of the Company, and (bii) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing (or, in the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing) and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV (excluding for all Borrowings, other than the initial Borrowings, those contained in 49 45 subsections (f), (j), (k) and (l) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (a) The in the case of the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing with respect thereto in accordance with Section 2.02; and thereto, (b) On on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) correct on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential that would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation Lenders shall not be required to make, convert or continue any Advance nor shall the Issuing Bank be required to issue any Letter of each Revolving Lender and Swing Line Bank to make an Advance Credit, unless on the occasion applicable Credit Extension Date, both before and after giving effect to any such Advance, conversion, continuation or Letter of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to Credit the following conditions precedentstatements shall be true: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) correct on and as of the date of such BorrowingBorrowing (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No (i) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of a Default or a Potential Event of Default; and (ii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request. Each Notice of Borrowing with respect to each Advance and the letter of credit application with respect to each Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions in this Section 4.02(a) and (b) have been satisfied.

Conditions Precedent to Each Borrowing. The obligation of each Revolving the Lender and Swing Line Bank to make an a Revolving Credit Advance on the occasion of any Borrowing each borrowing hereunder (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial borrowing) is shall be subject to the following satisfaction of the conditions precedent: set forth in Section 3.01 (ato the extent not previously satisfied pursuant to that Section) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On and the further conditions precedent that on the date of such Borrowing borrowing, (A) the following statements shall be true and (B) the Lender shall have received (x) a Notice of Borrowing, for such borrowing, and each (y) a certificate signed by a Responsible Officer of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on Borrower dated the date of such Borrowing such statements are true):borrowing stating that: (i) The the representations and warranties of the Company contained in Article IV each Loan Document are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the such date of such Borrowing, before and immediately after giving effect (except that those that expressly relate to such Borrowing and to the application of the proceeds therefrom, a prior date shall be true as though made on and as of such prior date), except before and after giving effect to such borrowing, and, the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as application of such earlier date; andthe proceeds therefrom; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such Borrowing borrowing, or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default; and (iii) the Loan Parties have no undrawn availability under the Primary Facility (if one is then in effect).

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred, and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV are correct in all material respects Section 4.01 (except those the representations set forth in the last sentence of subsection (e) thereof and warranties qualified by materiality, which shall be in subsection (f)(i) thereof) are true and correct) correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any such representation or warranty expressly relates only representations and warranties relate to an earlier date, in which case they were true as though made on and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date); and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromtherefrom that constitutes a Default; and (b) the Agent shall have received such other approvals, which constitutes an Event of Default opinions or a Potential Event of Defaultdocuments as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date initial Borrowing) and the Merger Date) is obligation of the Swing Line Banks to make Swing Line Advances hereunder shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company such Borrower that on the date of such Borrowing such statements (other than any such statements with respect to representations and warranties made by the other Borrower) are true): (i) The representations and warranties contained in Article III of the Company Guarantee (excluding that set forth in the last sentence of Section 3.05 thereof) and contained in Article IV hereof (excluding that contained in Section 4.01(l)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.; and

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect pursuant to Section 3.03(b)2.01, on the Closing Date and the Merger Date) is right of the Borrower to request a Borrowing, shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; and; (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default; and (iii) the proceeds of Default or a Potential Event of Default.each Borrowing shall be used to pay the invoices identified in the Borrowing Notice; and

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other thanincluding, with respect to Section 3.03(bwithout limitation, the initial Borrowing), on the Closing Date and the Merger Date) is right of the Borrower to request a Swing Line Borrowing, shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company and the applicable Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (not including, in the case of any Borrowing after the initial Borrowing hereunder, the representation and warranty set forth in Section 4.01(b)) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any of such representation or warranty representations and warranties expressly relates only relate to an earlier date), in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Defaultthereof.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any a Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ax) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and , (by) On if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.19(b) with respect to such Designated Subsidiary shall have been satisfied, and (z) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 (other than in Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV are correct in all material respects Section 4.01 (except those representations for, in the case of any Borrowing after the initial Borrowing hereunder, the representation and warranties qualified by materiality, which shall be warranty set forth in Sections 4.01(e)(iii) and 4.01(f)(i)) are true and correct) correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except date (it being understood and agreed that Credit Agreement any representation and warranty which by its terms is made as of a specified date shall be required to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were be true and correct in all material respects (except those representations qualified by materiality, which were true and correct) only as of such earlier specified date; ), and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ai) The Administrative the Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (bii) On on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The representations and warranties of the Company Borrower contained in Article IV (other than the representations set forth in the second sentence of Section 4.01(e) and clause (i) of Section 4.01(f) to the extent the proceeds of such Borrowing are used to repay Commercial Paper) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the Administrative Agent shall have determined that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; and; (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default; and (iii) for each Advance, the Borrowing Base Amount (less the Intangible Tax Reserve) exceeds the aggregate principal amount of Default Advances then outstanding after giving effect to such Advance; and (b) the Administrative Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are correct in all material respects (except those representations and warranties other than any representation or warranty qualified by materialitymateriality or Material Adverse Effect, which shall be true and correctcorrect in all respects) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; and (b) the Administrative Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except, in the case of a Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are correct in all material respects (except those representations and warranties other than any representation or warranty qualified by materialitymateriality or Material Adverse Effect, which shall be true and correctcorrect in all respects) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; and (b) the Administrative Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation effectiveness of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date 2.01(a) and the Merger Date) is right of the Borrower to request Advances shall be subject to the following additional conditions precedent: (a) The Administrative Agent Each Borrower shall have received a Notice paid all fees accrued as of Borrowing with respect thereto the date of such Advances of the Agents and the Lenders and all reasonable expenses of the Agents (including the accrued fees and expenses of counsel to the Agents) following presentation, in accordance with Section 2.02; andthe case of any expense, of reasonably detailed invoices therefor. (b) On the date of such Borrowing Advances the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing Advances shall constitute a representation and warranty by the Company Borrower that both on the date of such Borrowing notice and on the date of such Advance such statements are true): (i) The the representations and warranties of the Company contained in Article IV this Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing Advances or issuance and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any such representation or and warranty is expressly relates only to an made as of a specified earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date); and (ii) No event no Default has occurred and is continuing, or would result from such Borrowing Advances or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (a) The the Administrative Agent shall have received a the written confirmatory Notice of Borrowing with respect thereto in accordance with Section 2.02; and thereto, and (b) On on the date of such Borrowing any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, except that such condition shall not apply to the extent that last sentence of Section 4.01(e) in connection with any such representation or warranty expressly relates only Advance made to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier datepay maturing commercial paper issued under the Borrower’s commercial paper program; and (ii) No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, which constitutes therefrom that would constitute an Event of Default but for the requirement that notice be given or a Potential Event of Defaulttime elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Loan on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (i) each Lender that shall have requested a Note evidencing such Loan shall have received such Note in accordance with Section 2.02(g), and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the Excluded Representations) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Loan on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (i) each Lender that shall have requested a Note evidencing such Loan shall have received such Note in accordance with Section 2.02(g), and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (excluding the Excluded Representations) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except date (provided that the representation and warranty in Section 4.01(k) shall be required to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were be true and correct in all material respects (except those representations qualified by materiality, which were true only on and correct) as of such earlier datethe date of the initial Borrowing); and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Revolving Lender and Swing Line Bank of the Appropriate Lenders to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), including each Borrowing made on the Closing Date and the Merger Effective Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Company Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that such Borrower that, both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) The the representations and warranties contained in each of the Company contained in Article IV Loan Documents are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date (other than any such representation or and warranty expressly relates only that, by its terms, refers to an earlier datea specific date other than the date of such Borrowing, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date); and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default or a Potential Event of Defaultthe Appropriate Lenders through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date (except to the date extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such Borrowingearlier date), before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Revolving Lender and Swing Line Bank of the Appropriate Lenders to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), including each Borrowing made on the Phase II Closing Date and the Merger Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Company Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that such Borrower that, both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) The the representations and warranties contained in each of the Company contained in Article IV Loan Documents are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date (except, at any time prior to November 5, 1997, for the date representation and warranty contained in Section 8(g) of such Borrowingthe Security Agreement), before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date (other than any such representation or and warranty expressly relates only that, by its terms, refers to an earlier datea specific date other than the date of such Borrowing, in which case they were true and correct in all material respects (except those representations qualified by materialitycase, which were true and correct) as of such earlier specific date); and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default or a Potential Event of Defaultthe Appropriate Lenders through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of in connection with any Borrowing (other thanincluding without limitation, with respect to Section 3.03(b), on the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that on the date of such Borrowing, (ai) The Administrative Agent shall have received a Notice of Contract Borrowing with respect thereto in accordance with Section 2.02; and or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (bii) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (excluding for all Borrowings, other than the initial Borrowings, those contained in subsections (f), (j), (k), and (l) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance (other than any Conversion) on the occasion of any each Borrowing (other thanafter the date of the initial Borrowing, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except, in the case of any Borrowing after the date of the Company contained initial Borrowing, the representations set forth in Article IV the last sentence of clause (e)(i) thereof and in clause (f) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such 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 warranty, by its terms, refers to an earlier datea different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; , and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or that would result in a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank the Lenders to make an Advance Loans on the occasion of any each Borrowing (other than, with respect shall be subject to Section 3.03(b), on the conditions precedent that the Closing Date and the Merger Date) is subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing (each, a “Funding Date”) (a) the following statements shall be true (and each of the giving of the applicable a Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that Borrower that, on the date of such Notice of Borrowing and on the date of such Borrowing, such statements are true): (i) The the representations and warranties made by the Borrower hereunder as set forth in Section 4.02 and by each Loan Party in or pursuant to each Loan Document to which it is or is to be a party and each of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified contained in any certificate furnished at any time by materiality, which shall be or on behalf of any Loan Party pursuant to any Loan Document are true and correct) correct on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent for those representations and warranties that any such representation or warranty are expressly relates made only to as of an earlier date), in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (a) The in the case of the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing with respect thereto in accordance with Section 2.02; and thereto, (b) On on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential that would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Revolving Lender and Swing Line Bank to make an Advance under the Revolving Credit Loan or of the Issuing Bank to issue any Letter of Credit on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that on the date of such Borrowing (a) The Administrative the Agent shall have received a Notice of Borrowing with respect thereto Borrowing, or Letter of Credit Request, as the case may be, in accordance with Section 2.02; and the terms of this Agreement, and (b) On the date of such Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request, as the case may be, and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are truetrue and correct): (i) The representations and warranties of the Company contained in Article IV V of this Agreement are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of (or would constitute) a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any such representation or warranty representations and warranties expressly relates only relate to an earlier date, in which case they were shall be true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date); and (ii) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), including a Borrowing on the Closing Date and the Merger Effective Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 5.01 of this Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential which would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse or both; and (b) Lender shall have received such other approvals, opinions or documents as it reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing precedent that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except the representations set forth in subsection (c)(ii) thereof and in subsection (d)(i) thereof) (and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of the Company such Designated Subsidiary contained in Article IV its Designation Letter, other than the representation set forth in subsection (i) of paragraph 5 thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date (except to the date of such Borrowingextent that any expressly relate to any earlier date), before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following additional conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) immediately before and after giving effect to such Borrowing and to the application of proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall be deemed to constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 7.01 (other than subsections (e), (f) and (i) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any such representation or warranty expressly relates only representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and); (ii) No event has occurred and is continuing, or would result from such Borrowing (or from the application of the proceeds therefrom), which constitutes an Event of Default or a Potential an Unmatured Event of Default; and (iii) The Facility Usage at such time does not exceed the Aggregate Commitments at such time, and (b) the Administrative Agent shall have received such other documents as any Bank through the Administrative Agent may reasonably request related to clauses (a)(i) or (a)(ii) above.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other thaneach Borrowing, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company any Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company such Borrower that on the such date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except, in the case of a Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in Section (f)(i) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the extent that any such representation or warranty expressly relates only to an earlier dateapplication of the proceeds therefrom, in which case they were true as though made on and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; , and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Loan on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (i) each Lender that shall have requested a Note evidencing such Loan shall have received such Note in accordance with Section 2.02(g), and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the Excluded Representations) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true ; and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and5-YEAR CREDIT AGREEMENT (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The ______________________________________ obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger DateInitial Extension of Credit) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation representa- tion and warranty by the Company Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Term Loan on the occasion of any each request for a Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of occurred or shall occur simultaneously with such Borrowing with respect thereto in accordance with Section 2.02; and (b) On and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company Borrower of the proceeds of any such Borrowing Borrowing, shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing Borrowing, such statements are true): (ia) The the representations and warranties contained in Section 4.01 are correct on and as of the Company contained in Article IV Effective Date and are correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be true and correctcorrect in all respects) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefromthereof, as though made on and as of such date (except for those representations and warranties that specifically relate to a prior date, except to the extent that any which shall have been correct on such representation or warranty expressly relates only to an earlier prior date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and); (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default or Default; and (c) the Agent shall have received a Potential Event Notice of DefaultBorrowing in accordance with the requirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedentprecedent that on the date of such Borrowing: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or would constitute a Potential Prepayment Event or an Event of DefaultDefault with notice or lapse of time or both. (b) The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is Advances shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that, on the date of such Borrowing an Advance pursuant to Section 2.4 hereof, the following statements shall be true (and each of correct, and the giving making by Borrower of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing Request for Advance shall constitute a its representation and warranty by the Company that on as of the date of such Borrowing such Request for Advance is given, the following statements are true):true and correct: (i) The representations and warranties of the Company contained in Article IV V of this Agreement, in each of the Deed of Trust, in the Security Agreement, and in any of the other Loan Documents are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except unless such representations and warranties are expressly stated to the extent that any such representation or warranty expressly relates only to be made as of an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event has occurred and is continuing, or would result from such Borrowing Borrowing, conversion or from the application of the proceeds therefromcontinuation, which constitutes or would constitute an Event of Default or a Potential Event Default; (iii) The most recent financial statements of DefaultBorrower delivered pursuant to Section 6.3 present fairly the financial position of Borrower as of the date of, and for the periods presented in, such financial statements, and since the date of such financial statements there has not been any material adverse change in the financial condition of Borrower; and (iv) Borrower is in compliance with all covenants contained in Article VI of this Agreement.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance a Loan on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date initial Acquisition Borrowing and the Merger Dateinitial Floor Plan Borrowing) is and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of precedent that on the Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date Date of such Borrowing or Issuance the Company shall execute and deliver to the Agent a Borrowing Request and the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (ia) The representations and warranties of the Company contained in Article IV VII are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (iib) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default or a Potential Event of Default.; and Second Amended and Restated Revolving Credit Agreement

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following further conditions precedentprecedent that on the date of such Borrowing: (a) The Administrative Agent shall have received from the Borrower a Notice of Borrowing with respect thereto in accordance with requesting such Borrowing as required by Section 2.02; and. (b) On the date of such Borrowing the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 (excluding those contained in the last sentence of subsection (e) and in subsections (f) and (n) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided that, except if financial statements have been delivered pursuant to Section 5.01(c)(i) or Section 5.01(c)(ii), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier datemost recent financial statements delivered; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential would constitute an Event of DefaultDefault with notice or lapse of time or both. (c) The Administrative Agent shall have received such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent or any Lender may reasonably request through the Administrative Agent.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent on the date of such Borrowing or the date of issuance, amendment, extension or renewal of a Letter of Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing and/or the receipt of a letter of credit application requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the Company applicable Borrower that on the date of such Borrowing such statements are true): (i) ): The representations and warranties of the Company contained in Article IV Section 4.01 (other than Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such BorrowingBorrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and immediately after giving effect to such 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 true ; and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromtherefrom or from such amendment, extension or renewal of such Letter of Credit, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: precedent (awithout limitation of the conditions precedent to the Effective Date set forth in Section 4.01) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true):): Table of Contents (ia) The the representations and warranties of the Company contained in Article IV Section 5.01 made by the Borrower (other than the representations and warranties contained in clauses (f)(i) and (g) of Section 5.01) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except to the extent that any such representation or warranty expressly relates only to an a specific earlier date, date in which case they were it was true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; ), and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing Borrowing: the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true): (i) ): The representations and warranties of the Company contained in Article IV Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true ; and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or would constitute a Potential Prepayment Event or an Event of DefaultDefault with notice or lapse of time or both.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance (other than any Conversion) on the occasion of any each Borrowing (other thanafter the date of the initial Borrowing, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Amendment Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except, in the case of any Borrowing after the date of the Company contained initial Borrowing, the representations set forth in Article IV the last sentence of clause (e)(i) thereof and in clause (f) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such 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 warranty, by its terms, refers to an earlier datea different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; , and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or that would result in a Potential Event of Default.. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to -------------------------------------- make an Advance any Loan (including BABC's initial Loan on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Effective Date) is shall be subject to the following further conditions precedentprecedent that: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that correct on the date of such Borrowing Loan, before and after giving effect thereto and to the application of the proceeds from the Loans being made on such statements are true):date: (i) The representations and warranties of the Company contained in Article IV and in each of the Collateral Documents are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the such date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event has occurred and is continuing, or would result from the Loans being made on such Borrowing or from the application of the proceeds therefromdate, which constitutes a Default or an Event of Default Default; and (iii) The outstanding principal amount of the Revolving Credit Loans (including the proposed Loan), together with the aggregate amount of all outstanding Letters of Credit and unpaid Obligations does not exceed either (i) the aggregate Revolving Credit Loan Commitments, or (ii) the Borrowing Base. (b) Each request for a Potential Event Revolving Credit Loan shall be deemed to be an affirmation that the statements in Section 3.3(a) hereof are true as of Defaultthe date of such request. The Agent shall have received for the account of each Bank a certificate, signed by a Responsible Officer of Borrower, dated the date of such Loan, stating that the conditions specified in Section 3.3(a) above have been met. (c) BABC shall have received a Notice of Borrowing in accordance with Section 2.3 hereof; (d) The Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request upon reasonable notice.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any a Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ax) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (by) On on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company Borrower contained in Article IV Section 4.01 (other than in Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any a Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ax) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and , (by) On if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.18(b) with respect to such Designated Subsidiary shall have been satisfied, and (z) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV Section 4.01 (other than in Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ai) The Administrative the Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (bii) On on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The representations and warranties of the Company Borrower contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any a Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that (ax) The the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and 2.02 and (by) On on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company Borrower contained in Article IV Section 4.01 (other than in Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and; (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line ---------------------------------------- Bank to make an Advance under the Revolving Credit Loan on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that on the date of such Borrowing (a) The Administrative the Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and the terms of this Agreement and (b) On the date of such Borrowing the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): true and correct): (ia) The representations and warranties of the Company contained in Article IV V of this Agreement are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of (or would constitute) a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the following conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.. Article VII

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of in connection with any Borrowing (other thanincluding without limitation, with respect to Section 3.03(b), on the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: precedent that on the date of such Borrowing, (ai) The Administrative Agent shall have received a Notice of Contract Borrowing with respect thereto in accordance with Section 2.02; and or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (bii) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV SECTION 4.01 (excluding for all Borrowings, other than the initial Borrowings, those contained in SUBSECTIONS (F), (J), (K), and (L) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving the Lender and Swing Line Bank to make an Advance on any Loans hereunder, including the occasion of any Borrowing (other thaninitial Loans, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the satisfaction of the following conditions precedentprecedent on the relevant date of Borrowing: (a) The Administrative Agent shall have received a Notice All of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements representations and warranties incorporated by reference into this Agreement shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Company contained in Article IV are correct in all material respects (except those to the extent such representations and warranties are otherwise qualified by materiality, materiality in which case they shall be true and correctcorrect in all respects) on and as of the date of such Borrowing, Borrowing before and immediately after giving effect to the Borrowing of any Loan on such Borrowing date and to the application of the proceeds therefromthereof, as though made on and as of such datedate (other than any representation or warranty that, except by its terms, refers to the extent that any a specific date other than such date of Borrowing, in which case such representation or warranty expressly relates only to an earlier date, in which case they were shall be true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and). (iib) No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default. (c) The Borrower shall have paid to the Lender when due all fees and expenses payable to the Lender under this Agreement or the Fee Letter.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent on the date of such Borrowing or the date of issuance, amendment, extension or renewal of a Letter of Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing and/or the receipt of a notice requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the Company applicable Borrower that on the date of such Borrowing such statements are true): (ia) The representations and warranties of the Company contained in Article IV Section 4.01 (other than Section 4.01(e)(ii)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such BorrowingBorrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of a Default or a Potential an Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following further conditions precedentprecedent that on the date of such Borrowing: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) The the representations and warranties of the Company contained in Article IV each Loan Document are correct in all material respects (except those representations respects, only to the extent that such representation and warranties warranty is not otherwise qualified by materialitymateriality or Material Adverse Effect on and as of such date, in which case such representation and warranty shall be true and correct) on and as of the date of such Borrowingcorrect in all respects, before and immediately after giving effect to such Borrowing Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datedate other than the date of such Borrowing, issuance or renewal, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or renewal or from the application of the proceeds proceeds, if any, therefrom, which that constitutes an Event of a Default or a Potential Event of Default. (b) The Borrower shall have delivered a Notice of Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties of the Company contained in Article IV Section 4.01 (not including, in the case of any Borrowing after the initial Borrowing, the Excluded Representations) are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such BorrowingBorrowing (other than any such representation and warranty that expressly speaks as of a date other than the date thereof, in which case such representation and warranty shall be true and correct in all material respects on and as of such other date as if made on and as of said date), before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (iib) No event Event of Default or event, which, with the giving of notice or the passage of time or both, would be an Event of Default, has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Potential Event of Defaultproceeds.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on including the Closing Date and the Merger Dateinitial Borrowing) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV this Agreement are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that date (other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date); and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of a Default and (b) the Administrative Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Appropriate Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(bincluding the initial Borrowing), on the Closing Date and the Merger Date) is shall be subject to the following further conditions precedent: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On precedent that, on the date of such Borrowing Borrowing, (i) the Required Lenders shall not have notified the Administrative Agent that they believe a Material Adverse Change has occurred and (ii) the following statements shall be true (and each the Administrative Agent shall have received for the account of such Lender a certificate signed by a duly authorized officer of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that on Borrower, dated the date of such Borrowing such statements are true):or issuance, stating that: (ia) The the representations and warranties of the Company contained in Article IV each Loan Document are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, before and immediately after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that other than any such representation representations or warranty expressly relates only warranties that, by their terms, refer to an earlier datea specific date other than the date of such Borrowing or issuance, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier specific date; and; (iib) No event no Default has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefromtherefrom (including, which constitutes an Event of Default or a Potential Event of Defaultwithout limitation, under Section 2.14); and (c) with respect to any requested Term B-2 Advance, all insurance required by Section 5.01(d) hereof shall be in full force and effect.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance (other than a Competitive Bid Advance) on the occasion of any each Borrowing (other than, with respect or of each Issuing Lender to Section 3.03(b), on the Closing Date and the Merger Date) is issue a Letter of Credit shall be subject to the following conditions precedent: (a) The Administrative Agent precedent that the Effective Date shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On occurred and on the date of such Borrowing or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Company Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing or issuance such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Revolving Credit Borrowing, before and immediately after giving effect to such Revolving Credit 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default or a Potential Event of Default.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of any each Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedentprecedent that the Effective Date shall have occurred and on the date of such Borrowing: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the representations and warranties set forth in subsections (e)(ii) and (f)(i) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowingdate, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, date (except (x) to the extent that any such representation or warranty expressly relates only representations and warranties specifically relate to an earlier date, in which case they were such representations and warranties shall have been true and correct in all material respects (except those representations qualified by materiality, which were true on and correct) as of such earlier date; date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects), and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event a Default; and (b) the Agent shall have received a Notice of Default or a Potential Event of DefaultBorrowing with respect to such Borrowing in accordance with the terms and requirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an any Advance on the occasion of any each Borrowing (other than, with respect than any deemed Revolving Credit Borrowing pursuant to Section 3.03(b2.04(b) or Section 2.07(c), on the Closing Date and the Merger Date) is shall be subject to the following conditions precedentprecedent that: (a) The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the Company any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company applicable Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Article IV Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such 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 true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or a Potential Event of Defaultdocuments as the Required Lenders through the Agent may reasonable request.