Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing or Swing Borrowing and after giving effect thereto (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default the fact that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender plus such Lender’s Applicable Percentage of the outstanding principal amount of Swing Advances will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, (B) the aggregate outstanding principal amount of the Revolver Advances and Agent or Required Revolving Swing Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances and Swing Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of any Lender to make any Revolving Loans, no Lender shall be obligated on any Borrowing Date (including on the Closing Date) is subject to fund any Loan if, as satisfaction of the date thereoffollowing conditions precedent: (a) any representation or warranty by any Credit Party All of the representations and warranties contained herein or in any other Loan Document is untrue or incorrect by the Borrower and each Guarantor shall be true and correct in any all material respect (without duplication of any materiality qualifier contained therein) respects on and as of such Borrowing Date to the same extent as though made on and as of that date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect specifically relate to an earlier date, in any which case such representations and warranties shall have been true and correct in all material respect (without duplication of any materiality qualifier contained therein) respects on and as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and Agent warranties that already are qualified or Required Revolving Lenders have determined not to make such Loan as a result of modified by materiality in the fact that such warranty or representation is untrue or incorrect;text thereof. (b) any No Default or Event of Default has shall have occurred and is be continuing on such date or would reasonably be expected to result immediately after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default;the proposed Credit Extension. (c) after giving effect No order, judgment or decree of any Governmental Authority shall purport to restrain such Lender from making any Revolving Loans. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any Loanaction, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate outstanding amount transactions contemplated by this Agreement or the making of the Revolving Loans would exceed the Maximum Revolving Loan Balance; andhereunder. (d) The Administrative Agent shall not have received a duly completed Availability Certificate setting forth availability under Loan Notice in accordance with the requirements hereof. (e) After making the Credit Extension requested on such Borrowing Date the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect. Each Loan as of a date not more than five (5) days prior to the date of Borrowing; The request Notice submitted by the Borrower and acceptance by the Borrower of the proceeds of any Loan shall be deemed to constitute, be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsapplicable Credit Extension.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinAfter the Closing Date, no the obligation of each Lender shall be obligated or L/C Issuer to fund any Loan ifor incur any Letter of Credit Obligation, is subject to the satisfaction or waiver of the following conditions as of the date thereof: (a) any representation or warranty by any the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Document is untrue furnished at any time under or incorrect in any connection herewith or therewith, shall be true and correct in all material respect respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that any such representation representations or warranty expressly relates to an earlier date (in which event such representations representation and warranties were untrue or incorrect warranty shall be true and correct in any all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any no Default or Event of Default has occurred and is continuing or would reasonably be expected to result immediately after giving effect to any Loan, and Agent such Loan or Required Revolving Lenders shall have determined not to make any Loan as a result the incurrence of that Default or Event such Letter of DefaultCredit Obligation; (c) after giving effect to any LoanRevolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would shall not exceed the Maximum Revolving Loan Balance; and (d) Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date Notice of Borrowing; , L/C Request or Swingline Request, as applicable, in accordance with the requirements hereof. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 1.1(e) and the related Incremental Facility amendment.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall an Officer’s Certificate to the effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (c) after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent after giving effect to any Loan (or the incurrence of any Letter of Credit Obligations), the ratio of (i) all Indebtedness (which, for purposes hereof, shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan include, without duplication, all Letter of Credit Obligations) as of a the date not more than five of such Borrowing or incurrence, to (5ii) days Adjusted EBITDA for the most recent twelve month period ending on or prior to such date for which financial statements have been delivered pursuant to subsection 4.1 (and prior to delivery of financial statements for January 2008, the December 2007 financial statements delivered prior to the date Closing Date), would exceed the maximum permitted Leverage Ratio pursuant to subsection 6.2 as of Borrowing; the last day of the most recent calendar quarter. The request by the Borrower Representative and acceptance by the Borrower Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured PartiesLenders, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund make a Loan and of the Issuing Banks to issue a Letter of Credit on the occasion of any Loan if, Borrowing is subject to the satisfaction of the following conditions as of the date thereofof such Loan: (a) any representation or warranty by any Credit Party contained herein or the representations and warranties of the Borrower set out in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) Article III shall be true and correct on and as of the date of each such date, Borrowing as if made on such date (except to the extent that where such representation or warranty expressly relates refers to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier a different date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event at the time of Default has occurred and is continuing or would reasonably be expected to result immediately after giving effect to any Loansuch Borrowing, and Agent no Default, Event of Default or Required Revolving Lenders Material Adverse Change shall have determined not to make any Loan as a result of that Default or Event of Defaultoccurred and be continuing; (c) the Administrative Agent shall have received a Notice of Borrowing in the manner and within the time period required by Section 1.4; (d) the Administrative Agent shall have received confirmation from the Borrower that the actual Interest Coverage Ratio for the preceding Fiscal Quarter and the trailing twelve month period immediately preceding the previous Fiscal Quarter is greater than the Adjusted Interest Coverage Ratio Projections for each such period (including disclosure of (i) the financial information used to calculate the Interest Coverage Ratio, (ii) the actual amount of Consolidated EDITDA and (iii) Consolidated Interest Charges, used in each of the calculations); (e) the Administrative Agent shall have received confirmation that cash and Cash Equivalents maintained in bank and deposit accounts of the Borrower is less than $2,000,000; (f) the Administrative Agent shall have received certification that, to the best of the Borrower’s knowledge, the actual Interest Coverage Ratio for the current Fiscal Quarter and the trailing twelve month period immediately preceding the current Fiscal Quarter will be greater than the Adjusted Interest Coverage Projections for each such period; and (g) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would not exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; . The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan and any conversion or a continuation of any Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party the Borrower of the granting and continuance of Collateral Agent’s Liens, on behalf of itself the Agents and the Secured PartiesLenders, pursuant to the Collateral Loan Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make an Advance on the occasion of each Borrowing, no Lender shall be obligated the obligation of BB&T to fund any Loan if, as make a Swing Advance and the obligation of the date thereofLetter of Credit Issuer to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any Default or Event receipt by the Administrative Agent of Default has occurred such documentation as the Administrative Agent shall reasonably require to confirm that the ratio of Total Indebtedness to Total Asset Value is no greater than 50%; provided, however, (i) indebtedness of a Qualified SPE attributable to Qualified Senior Notes shall be excluded and is continuing or would reasonably (ii) Qualified Installment Sale Notes shall not be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result included in determinations of that Default or Event of DefaultTotal Asset Value; (c) the fact that, immediately before and after giving effect such Borrowing (or issuance of a Letter of Credit, as the case may be), no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, on and as of the date of such Borrowing (or issuance of a Letter of Credit, as the case may be) (except to any Loanthe extent such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date); (e) the fact that, immediately after such Borrowing: (A) the aggregate outstanding principal amount of the Revolving Loans would Revolver Advances of each Lender will not exceed the Maximum Revolving Loan Balanceamount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (df) Agent shall the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be) (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances, and Letter of Credit Obligations, will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Line Advances, and Letter of Credit Obligations, will not exceed the lesser of the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five (5) days prior to the date such date. Each Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c) and (iid) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default the fact that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, in each instance if, as of the date thereof: (a) with respect to any Loan (other than an Incremental Term Loan) or any Letter of Credit Obligation, any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and the Administrative Agent or the Required Lenders (in the case of the Term Loans) or the Revolver Agent or Required Revolving Lenders (in the case of any Revolving Loan or Letter of Credit Obligation) have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect or (ii) with respect to Incremental Term Loans, the Persons providing such Incremental Term Loan have determined not to make such Incremental Term Loan as a result of the fact that such representation or warranty is untrue or incorrect; provided that with respect to an Incremental Term Loan the proceeds of which are used to finance a Permitted Acquisition, the representation and warranty in the first sentence of Section 3.6 shall be deemed to expressly relate to such Acquisition Agreement Signing Date; (b) (i) with respect to any Loan (other than an Incremental Term Loan) or any Letter of Credit Obligation, any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligation), and the Administrative Agent or the Required Lenders (in the case of the Term Loan) or the Revolver Agent or Required Revolving Lenders (in the case of any Revolving Loan or Letter of Credit Obligation) shall have determined not to make any Revolving Loan or incur any Letter of Credit Obligation as a result of that Default or Event of DefaultDefault or (ii) with respect to Incremental Term Loans, the conditions set forth in Section 1.1(e)(iii)(A) shall not be or have been satisfied; (c) after giving effect to any LoanRevolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; andor (d) the Applicable Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date executed Notice of Borrowing; , Swingline Request or L/C Request, in respect of the applicable Loan or Letter of Credit. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Administrative Agent’s Liens, on behalf of itself itself, the Revolver Agent and the Secured Parties, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinAfter the Closing Date, no the obligation of each Lender shall be obligated or L/C Issuer to fund any Loan ifor incur any Letter of Credit Obligation, is subject to the satisfaction or waiver of the following conditions as of the date thereof: (a) any representation or warranty by any the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Document is untrue furnished at any time under or incorrect in any connection herewith or therewith, shall be true and correct in all material respect respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that any such representation representations or warranty expressly relates to an earlier date (in which event such representations representation and warranties were untrue or incorrect warranty shall be true and correct in any all material respect respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any no Default or Event of Default has occurred and is continuing or would reasonably be expected to result immediately after giving effect to any Loan, and Agent such Loan or Required Revolving Lenders shall have determined not to make any Loan as a result the incurrence of that Default or Event such Letter of DefaultCredit Obligation; (c) after giving effect to any LoanRevolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would shall not exceed the Maximum Revolving Loan Balance; and (d) Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date Notice of Borrowing; , L/C Request or Swingline Request, as applicable, in accordance with the requirements hereof. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 1.1(e) and the related Incremental Facility amendment.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing and the obligation of the date thereofSwingline Lender to make a Swing Advance are each subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party the Administrative Agent of a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained herein or in any Article IV of this Agreement and the other representations and warranties contained in the Loan Document is untrue or incorrect Documents shall be true in any all material respect (respects, on and as of the date of such Borrowing, without duplication of any materiality qualifier contained therein) as of such date, therein (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (de) Agent shall the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Advances, will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Advances, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Bank to make a Revolving Credit Loan on the occasion of each Revolving Credit Borrowing (or the Swing Line Lender shall be obligated with regard to fund any Loan if, as Swing Line Loans or the Letter of Credit Issuer with regard to Letters of Credit) is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation except as provided in Section 2.02(f): (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02, in the case of a Revolving Credit Loan; (ii) compliance with the provisions of Section 2.13, in the case of a Swing Line Loan; or warranty by any Credit Party contained herein or (iii) compliance with the provisions of Sections 3.02 and 3.03, in any other Loan Document is untrue or incorrect in any material respect (without duplication the case of any materiality qualifier contained therein) as a Letter of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectCredit; (b) any the fact that, immediately before and after such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article V of this Agreement shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty and of each Loan Party contained in the Loan Documents shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be; and (e) the fact that, immediately after giving effect to any Loansuch Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, (i) the aggregate outstanding principal amount of the Revolving Credit Loans of each Bank and its pro rata share of Letter of Credit Obligations (together with, in the case of the Swing Line Lender, the aggregate outstanding amount of all Swing Line Loans) will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate principal amount of all Revolving Credit Loans and Swing Line Lines, together with the Letter of Credit Obligations, shall not exceed the aggregate amount of the Revolving Loans would exceed Credit Commitments of all of the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under Banks at such time or the Revolving Loan as Credit Availability in effect at such time. Each Revolving Credit Borrowing, Swing Line Borrowing and request for Letter of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Credit hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit request, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Revolving Credit Loan ifor Term Loan on the occasion of each Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty by any Credit Party contained herein or except as provided in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier dateSection 2.02(f), and either (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (if such borrowing is a Term Loan Borrowing or Required a Syndicated Revolving Lenders have determined not to make Credit Borrowing), or (ii) compliance with the provisions of Section 2.03 (if such Loan as borrowing is a result of the fact that such warranty or representation is untrue or incorrectMoney Market Borrowing); (b) any the fact that, immediately before and after such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Revolving Loans would exceed Credit Borrowing or Term Loan Borrowing, as the Maximum Revolving Loan Balancecase may be; and (d) Agent shall the fact that, immediately after such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, (i) the aggregate outstanding principal amount of the Syndicated Revolving Credit Loans of each Bank will not have received a duly completed Availability Certificate setting forth availability under exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Term Loans will not exceed the aggregate amount of the Term Loan Commitments of all of the Banks as of such date; and (iii) the aggregate outstanding principal amount of the Revolving Loan Credit Loans will not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower such date. Each Revolving Credit Borrowing and acceptance by the Borrower of the proceeds of any Term Loan Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c) and (iid) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default or Event the fact that, immediately after such Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall the fact that, immediately after such Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make a Revolver Advance on the occasion of each Revolver Borrowing, no Lender shall be obligated to fund any Loan if, as the obligation of the date thereofSwing Line Lender to make a Swing Advance and the obligation of the Letter of Credit Issuer to issue a Letter of Credit are subject to the satisfaction of the following conditions: (a) any representation in the case of a Revolver Borrowing or warranty a Swing Line Borrowing, receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing (or issuance of a Letter of Credit, as the case may be), no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Loan Parties contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing (or issuance of a Letter of Credit, as the case may be); and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as fact that, immediately after such Borrowing (or issuance of a date not more than five Letter of Credit, as the case may be), (5i) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower aggregate outstanding principal amount of the proceeds Revolver Advances of any Loan each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances and Letter of Credit Obligations, will not exceed the amount of its Revolver Commitment; (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Letter of Credit Obligations, will not exceed the remainder of (A) the lesser of the Borrowing Base and the aggregate amount of the Revolver Commitments of all of the Lenders at such time, minus (B) Reserves (without duplication of Reserves deducted in the calculation of the Borrowing Base). Each Borrowing, each issuance of a Letter of Credit and each Notice of Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing, Letter of Credit and Notice of Conversion, as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents3.02.

CONDITIONS TO ALL BORROWINGS. Except The obligation of each Lender to make a Loan on the occasion of each Borrowing, or the obligation of the Issuing Bank to issue a Letter of Credit, is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing or the Issuing Bank of a Letter of Credit Application Agreement, as otherwise expressly provided hereinapplicable; (b) the fact that, immediately before and after such Borrowing is advanced or such Letter of Credit is issued, as applicable, no Lender Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article V of this Agreement shall be obligated to fund any Loan if, true on and as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, Borrowing or the issuance of such Letter of Credit (except to the extent that any such representation or warranty is expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) made as of such earlier a prior date); (d) in the case of a Borrowing, and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that immediately after such warranty or representation is untrue or incorrect; Borrowing, the conditions set forth in clauses (bi) any Default or Event and (ii) of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders Section 2.01 shall have determined not to make any Loan as a result of that Default or Event of Default; been satisfied; and (ce) after giving effect to any Loan, in the aggregate outstanding amount case of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as issuance of a date not more than five (5) days prior to Letter of Credit the date fact that the terms and conditions set forth in Article III shall have been satisfied. Each Borrowing, each Notice of Borrowing; The Continuation or Conversion and each request by for the Borrower and acceptance by the Borrower issuance of the proceeds a Letter of any Loan Credit hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing, notice or request as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c), (d) and (iie) of this Section; provided, that if a reaffirmation Notice of Continuation or Conversion is to convert to a Base Rate Loan, such Notice of Continuation or Conversion shall be deemed to be a representation and warranty by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant Borrower only as to the Collateral Documentsmatters set forth in clause (d) above.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Holder to fund any Loan if, make Revolving Loans hereunder is subject to the satisfaction of the following conditions precedent as of the applicable borrowing date thereofof such Revolving Loan: (a) The representations and warranties of the Company contained in Article V or any representation other Note Document, or warranty by which are contained in any Credit Party contained herein document furnished at any time under or in any other Loan Document is untrue connection herewith or incorrect therewith, shall be true and correct in any all material respect (without duplication of any materiality qualifier contained therein) respects on and as of such borrowing date, except to the extent that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date (date, in which event such representations case they shall be true and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (b) and (c), and Agent or Required Revolving Lenders have determined not to make such Loan as a result respectively, of the fact that such warranty or representation is untrue or incorrect;Section 6.01. (b) any No Default or Event of Default has shall have occurred and is continuing be continuing, or would reasonably result from the making of such Revolving Loan. (c) The Administrative Agent shall have received a Borrowing Notice in accordance with the requirements hereof, which Borrowing Notice shall include a description of the Permitted Use or Uses for which the proceeds of such Revolving Loan will be expected to result utilized, and a summary of the Total Outstandings for each category of Permitted Uses after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; andrequested in such Borrowing Notice. (d) There shall be no Law or Judgment binding on any Note Party, and the Administrative Agent shall not have received a duly completed Availability Certificate setting forth availability under any notice that any action, suit, investigation, litigation or proceeding is pending or overtly threatened in any court or before any arbitrator or Governmental Authority, in any such case which (i) purports to enjoin, prohibit, restrain or otherwise affect the making of such Revolving Loan as or (ii) would be reasonably expected to impose or result in the imposition of a date not more than five Material Adverse Effect. (5e) days prior The Company shall have delivered to the date Administrative Agent a Borrowing Base Certificate, including without limitation, calculations demonstrating, in reasonable detail, that after giving effect to the making of Borrowing; The request such Revolving Loan, the Company is in compliance with the financial covenants set forth in Section 6.14. Each Borrowing Notice submitted by the Borrower Company, and the receipt and acceptance by the Borrower Company of the proceeds of any Loan each Revolving Loan, shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower Company that the conditions specified in this Section 2.2 4.02 will be or have been satisfied on and (ii) a reaffirmation by each Credit Party as of the granting and continuance of Agent’s Liensapplicable borrowing date, on behalf of itself and as the Secured Parties, pursuant to the Collateral Documentscase may be.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as The obligation of the date thereofLender to make a Borrowing (including any initial Borrowing on the Closing Date) is additionally subject to the satisfaction of the following conditions: (a) any representation or warranty the Lender shall have received (i) a written (A) Borrowing Request and (B) Pay Proceeds Authorization from the Parent Borrower in accordance with the requirements hereof and (ii) an updated schedule of Collateral as required by any Credit Party contained herein or the Equipment Security Agreement; (b) the representations and warranties of the Loan Parties set forth in this Agreement and in any other Loan Document is untrue or incorrect shall be true and correct in any all material respect respects (without duplication or, in the case of any materiality qualifier contained thereinsuch representation or warranty already qualified by materiality, in all respects) on and as of the date of such dateBorrowing (or, except to in the extent that case of any such representation or warranty expressly relates stated to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication have been made as of any materiality qualifier contained therein) a specific date, as of such earlier specific date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (bc) any no Default or Event of Default has shall have occurred and is be continuing or would reasonably be expected to result after giving effect to any Loan, and Agent from such Borrowing or Required Revolving Lenders shall have determined not to make any Loan as a result from the application of that Default or Event of Defaultproceeds thereof; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent the Equipment described in the Pay Proceeds Authorization constitutes Eligible Equipment hereunder; (e) the amount of any Borrowing shall not have received a duly completed Availability Certificate setting forth availability under exceed 100% of the Revolving Loan cost of the Eligible Equipment being purchased with the proceeds of such Borrowing (inclusive of sales tax applicable thereto), as shown in the Supporting Documentation therefor; (f) the aggregate separately invoiced cost of a date not more than five (5) days software and/or software licenses associated with the Eligible Equipment being purchased with the proceeds of such Borrowing, together with the aggregate separately invoiced cost of software and/or software licenses financed with Loans and associated with any other Financed Equipment prior to the date of such Borrowing, does not exceed $6,000,000; The request and (g) such Borrowing shall be permitted to be made under the Revolving Credit Agreement, the Senior Notes and the Senior Notes Indenture at the time of such Loan. Each Borrowing Request by the Parent Borrower hereunder and acceptance by the Borrower of the proceeds of any Loan each Borrowing shall be deemed to constitute, as of the date thereof, (i) constitute a representation and warranty by the Borrower that Borrowers on and as of the conditions date of the applicable Borrowing as to the matters specified in clauses (b) through (g) above in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral DocumentsSection.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of (i) each Bank to make a Syndicated Loan on the occasion of each Borrowing, no Lender shall be obligated (ii) the Issuing Bank to fund issue any Loan ifLetters of Credit, as or (iii) any Bank to make a Money Market Loan, is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or warranty notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes or receipt by any the Issuing Bank of a Letter of Credit Party contained herein Application Agreement pursuant to Section 2.16(c)(i); (b) the fact that, immediately before and after such Borrowing or in any other Loan Document Letter of Credit is untrue or incorrect in any material respect issued, as applicable, no Default shall have occurred and be continuing; (without duplication of any materiality qualifier contained thereinc) as of such date, except to the extent fact that such representation or warranty expressly relates to an earlier date (in which event such the representations and warranties were untrue or incorrect of the Borrower contained in any material respect Article IV of this Agreement (without duplication of any materiality qualifier contained thereinexcluding, however, representations and warranties (i) set forth in Sections 4.08, 4.12(b) and 4.15, (ii) made as of such earlier specific date), and Agent or Required Revolving Lenders have determined not to make such Loan (iii) no longer true solely as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event passage of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loantime, and (iv) to the extent of exceptions thereto, which have been disclosed in writing to the Administrative Agent or Required Revolving Lenders and which have been approved in writing by the Administrative Agent) shall have determined not to make any Loan be true on and as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent the fact that, immediately after such Borrowing the terms and conditions set forth in the proviso to Section 2.01 shall not have received a duly completed Availability Certificate setting forth availability under be satisfied. Each Syndicated Borrowing, each Money Market Borrowing, the Revolving Loan as giving of a date not more than five (5) days prior to each Letter of Credit Application Agreement, the date issuance of Borrowing; The request by the Borrower such requested Letter of Credit and acceptance by the Borrower each Notice of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing or issuance as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section 2.2 have been satisfied 3.02; provided, that (i) if a Notice of Continuation or Conversion is to continue or convert to a Eurocurrency Loan, such Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the Borrower only as to the matters set forth in paragraphs (b) and (d) above, and (ii) if a reaffirmation Notice of Continuation or Conversion is to convert to a Base Rate Loan, such Notice of Continuation or Conversion shall be deemed to be a representation and warranty by each Credit Party the Borrower only as to the matters set forth in paragraph (d) above. In addition, if the Borrower desires funding of a Eurocurrency Loan on the granting and continuance Closing Date, the Administrative Agent shall have received, the requisite number of Agent’s Liensdays prior to the Closing Date, on behalf of itself and the Secured Partiesa funding indemnification letter satisfactory to it, pursuant to which (i) the Collateral DocumentsAdministrative Agent and the Borrower shall have agreed upon the interest rate, amount of Borrowing and Interest Period for such Eurocurrency Loan, and (ii) the Borrower shall indemnify the Banks from any loss or expense arising from the failure to close on the anticipated Closing Date identified in such letter or the failure to borrow such Eurocurrency Loan on such date.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect Conformed Credit Agreement - Page 61 ‌ ‌ ​ speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall an Officer’s Certificate to the effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any which case such representations and warranties shall be true in all material respect (without duplication of any materiality qualifier contained therein) respects as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the Conformed Credit Agreement - Page 76 ‌ 140760.01015/126600145v.2 ‌ ​ credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall an Officer’s Certificate to the effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver AdvancesCovered Debt Amount will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as The obligations of each of the date thereofLenders and the Issuing Lender to make each of its Credit Extensions hereunder (including its first Credit Extensions to be made on the Closing Date) shall also be subject to the satisfaction of each of the additional following conditions precedent set forth in this Section 4.02: (a) any representation or warranty by any Credit Party contained herein or except as provided in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained thereinSection 2.02(e) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier dateSection 2.02(h), and receipt by the Administrative Agent or Required Revolving Lenders have determined not to make such Loan of a Notice of Borrowing as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article V of this Agreement shall be true on and as of the date of such Borrowing; (d) the fact that, immediately after giving effect to any Loansuch Credit Extension, (i) each Lender's Commitment Percentage of the Total Utilization will not exceed the amount of its Commitment and (ii) the Total Utilization will not exceed the Total Commitment as of such date; (e) it shall not be unlawful (i) for the Administrative Agent, the aggregate outstanding amount Issuing Lender or any Lender to perform any of its obligations under any of the Revolving Loans would exceed Loan Documents or (ii) for the Maximum Revolving Borrower to pay or perform any of its Obligations under any of the Loan BalanceDocuments; and (df) all Instruments and other documents executed and delivered or submitted pursuant hereto by or on behalf of the Borrower shall be reasonably satisfactory in form and substance to the Administrative Agent and its special counsel; the Administrative Agent and its special counsel shall not have received a duly completed Availability Certificate setting forth availability under all such information, and such counterpart originals or such certified or other copies of all such other materials, as the Revolving Loan as of a date not more than five (5) days prior Administrative Agent or its special counsel shall have reasonably requested; and all legal matters incident to the date of Borrowing; The request transactions contemplated by this Agreement shall be reasonably satisfactory to special counsel to the Borrower and acceptance by the Borrower of the proceeds of any Loan Administrative Agent. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b) and (c) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents4.02.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, no Lender shall be obligated or a continuation of Fixed Period Eurodollar Loans) is subject to fund any Loan if, as of the date thereoffollowing conditions precedent: (a) any representation or warranty by any Credit Party The representations and warranties of the Borrowers contained herein or in Article V and any other Loan Document is untrue or incorrect Document, and which are contained in any material respect (without duplication of document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality qualifier or other qualification contained therein) , be true and correct on and as of the date of such dateBorrowing, except to the extent that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date (date, in which event such representations case they shall be true and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), and Agent or Required Revolving Lenders have determined not to make such Loan as a result respectively, of the fact that such warranty or representation is untrue or incorrect;Section 6.01. (b) any No Default or Event of Default has occurred and is continuing shall exist, or would reasonably be expected to result after giving effect to any Loan, and Agent from such proposed Borrowing or Required Revolving Lenders shall have determined not to make any Loan as a result from the application of that Default or Event of Default;the proceeds thereof. (c) after giving effect to any Loan, the aggregate outstanding amount The Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days of the Revolving Loans would exceed drawdown date of such Loan or such more recent Borrowing Base Report as the Maximum Revolving Loan Balance; andAdministrative Agent or any Lender shall reasonably request. (d) In the event that an asset to be purchased with the proceeds of a Borrowing made on the date of the Borrowing is to be included in the Borrowing Base as of the date of the Borrowing, the Administrative Agent shall not have received evidence reasonably satisfactory to it that the conditions referred to in clauses (i), (ii) and (iii) of Section 2.01, as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a duly completed Availability Certificate setting forth availability under Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan as Notice requesting only a conversion of a date not more than five (5) days prior Revolving Loans to the date other Type or a continuation of Borrowing; The request Fixed Period Eurodollar Loans) submitted by the Borrower and acceptance by the Borrower of the proceeds of any Loan Borrowers shall be deemed to constitute, be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinAfter the Closing Date, no the obligation of each Lender shall be obligated or L/C Issuer to fund any Loan ifor incur any Letter of Credit Obligation, is subject to the satisfaction or waiver of the following conditions as of the date thereof: (a) any representation or warranty by any the representations and warranties of the Borrower and each other Credit Party contained herein or in any other Loan Document is untrue furnished at any time under or incorrect in any connection herewith or therewith, shall be true and correct in all material respect respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that any such representation representations or warranty expressly relates to an earlier date (in which event such representations representation and warranties were untrue or incorrect warranty shall be true and correct in any all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any no Default or Event of Default has occurred and is continuing or would reasonably be expected to result immediately after giving effect to any Loan, and Agent such Loan or Required Revolving Lenders shall have determined not to make any Loan as a result the incurrence of that Default or Event such Letter of DefaultCredit Obligation; (c) after giving effect to any LoanRevolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would shall not exceed the Maximum Revolving Loan Balance; and (d) Agent and, if applicable, the applicable L/C Issuer or the Swingline Lender shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date Notice of Borrowing; , L/C Request or Swingline Request, as applicable, in accordance with the requirements hereof. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents. Notwithstanding anything in this Section 2.2 to the contrary, to the extent that the proceeds of Incremental Facility are to be used to finance a Permitted Acquisition or any other Acquisition permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 1.1(e) and the related amendment for the Incremental Facility.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Loan if, as on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Agent of any materiality qualifier contained therein) Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent shall the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Loans of each Bank will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Commitment and (ii) the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments of all of the Banks as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan such date. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that (i) such Borrowing shall not be deemed to be such a representation and warranty as to the conditions truth and accuracy of the fact specified in clause (c) of this Section 2.2 have been satisfied and Section, if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, (ii) a reaffirmation by each Credit Party if the aggregate outstanding principal amount of the granting Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, then (A) such Borrowing shall be deemed to be a representation and continuance warranty as to the truth and accuracy of Agent’s Liens, on behalf the fact specified in clause (b) of itself this Section determined as if the term "Default" appearing in such clause (b) were instead the term "Event of Default" and (B) the Secured Parties, representation contained in the last sentence of Section 4.12 shall when remade pursuant to this Section in connection with such Borrowing be deemed to exclude the Collateral Documentswords "Default or", (iii) the representation contained in the first sentence of Section 4.12 shall when remade pursuant to this Section in connection with such Borrowing be deemed to refer to "Restricted Subsidiaries" instead of "Subsidiaries", (iv) any representation and warranty contained in Article IV which by its terms is made as to matters as of a specified date shall when remade pursuant to this Section in connection with such Borrowing be deemed to be made as to matters as of such specified date and not any later date, and (v) the representation contained in Section 4.04(b) shall when remade pursuant to this Section in connection with such Borrowing be deemed to refer not to December 31, 1996, but rather to the last day of the Fiscal Quarter most recently ended prior to the date of such Borrowing as to which the Borrower shall have delivered financial statements to the Bank pursuant to Section 5.01.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as The obligation of the date thereofBank to make a Loan on the occasion of each Borrowing is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Bank of any materiality qualifier contained therein) Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect (other than with respect to any Loan, a Loan the aggregate outstanding amount proceeds of which shall be used exclusively to repay maturing Loans) the fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to fact that, immediately after such Borrowing, the date of Borrowing; The request by the Borrower and acceptance by the Borrower aggregate outstanding principal amount of the proceeds Loans will not exceed the amount of any Loan the Commitment. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that (i) such Borrowing shall not be deemed to be such a representation and warranty to the conditions effect set forth in this Section 2.2 have 4.04(d) as to any event, act or condition having a Material Adverse Effect which has theretofore been satisfied disclosed in writing by the Borrower to the Bank and (ii) such Borrowing shall not be deemed to be a reaffirmation representation and warranty by each Credit Party the Borrower as to the truth and accuracy of the granting and continuance fact specified in clause (c) of Agent’s Liensthis Section, on behalf if in either case the aggregate outstanding principal amount of itself and the Secured Parties, pursuant to Loans immediately after such Borrowing will not exceed the Collateral Documentsaggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing isand the obligation of the date thereofIssuing Bank to issue, amend, renew or extend any Letter of Credit are each subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; Conformed Credit Agreement - Page 80 (c) the fact that, immediately before and after such Borrowing or Swing Borrowing or issuance, amendment, renewal or extension of a Letter of Credit, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing or issuance, amendment, renewal or extension of a Letter of Credit (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any which case such representations and warranties shall be true in all material respect (without duplication of any materiality qualifier contained therein) respects as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing or issuance, amendment, renewal or extension of Default has occurred a Letter of Credit: (A) the aggregate outstanding principal amount of the Revolver AdvancesCredit Exposure of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver AdvancesCredit Exposures of all of the Lenders shall have determined will not to make any Loan exceed the aggregate amount of the Revolver Commitments of all of the Lenders as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall not have received a duly completed Availability an Officer’s Certificate setting forth availability under to the Revolving Loan as effect that, immediately after such Borrowing or Swing Borrowing or issuance, amendment, renewal or extension of a date Letter of Credit, the Covered Debt Amount will not more than five (5) days prior to exceed the date Borrowing Base. Each Borrowing or Swing Borrowing or issuance, amendment, renewal or extension of Borrowing; The request by the Borrower a Letter of Credit and acceptance by the Borrower each Notice of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing or issuance, amendment, renewal or extension of a Letter of Credit as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as The obligation of the date thereofLender to make a Loan of either Class on the occasion of each Borrowing of such Class or to issue any Letter of Credit is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or the Lender of (i) in any other Loan Document is untrue or incorrect in any material respect (without duplication the case of any materiality qualifier contained therein) as a Borrowing, a notice of such date, except Borrowing conforming to the extent that such representation or warranty expressly relates to an earlier date requirements of Section 2.3 (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier datea), or (ii) in the case of a Letter of Credit issuance, a Letter of Credit Application pursuant to Section 2.2(a) and Agent or Required Revolving Lenders have determined not a request for a Letter of Credit pursuant to make such Loan as a result of Section 2.2(b), each duly executed by the fact that such warranty or representation is untrue or incorrectBorrower; (b) any the fact that no Default or Event of Default has shall have occurred and is be continuing or would reasonably be expected to result or, after giving effect to any Loansuch Borrowing or Letter of Credit issuance, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a the case may be, will result of that Default or Event of Defaulttherefrom; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article 4 (other than, in the Maximum Revolving Loan Balancecase of any Borrowing hereunder other than the first, representations and warranties expressly made as of a specific date) shall be true on and as of the date of such Borrowing or such Letter of Credit issuance, as the case may be, subject to such changes since the date of this Agreement that shall have been disclosed to the Lender in writing and to which the Lender, in its sole and reasonable discretion, shall have consented in writing; and (d) Agent shall the fact that, immediately after such Borrowing or such Letter of Credit issuance, as the case may be, the sum of the aggregate outstanding principal amount of the Loans of such Class PLUS (in the case of a Facility B Borrowing or a Letter of Credit issuance) the Letter of Credit Obligations then outstanding will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of the Commitment of such Class as of a date not more than five (5) days prior to such date. Each Borrowing hereunder and the date issuance of Borrowing; The request by the Borrower and acceptance by the Borrower each Letter of the proceeds of any Loan Credit hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing or of such Letter of Credit issuance, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c) and (iid) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or both before and after giving effect to such Loan or, as applicable, such Issuance, the representations and warranties set forth in any other Loan Document is shall be untrue or incorrect in any material respect (without duplication of any materiality qualifier contained thereini) if such date is the Effective Date, on and as of such datedate and (ii) otherwise, except to the extent that in all material respects (but in all respects if such representation or warranty expressly relates is qualified by “material” or “Material Adverse Effect”) on and as of such date or, to an earlier date (in which event the extent such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) expressly relate to an earlier date, on and as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (c) after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent after giving effect to any Loan (or the incurrence of any Letter of Credit Obligations), the ratio of (i) all Indebtedness (which, for purposes hereof, shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan include, without duplication, all Letter of Credit Obligations) as of a date not more than five (5) days prior to the date of Borrowing; such Borrowing or incurrence, to (ii) Adjusted EBITDA for the most recent twelve month period ending on or prior to such date for which financial statements have been delivered pursuant to subsection 4.1, would exceed the maximum permitted Leverage Ratio pursuant to Section 6.2 as of the last day of the most recent calendar quarter. The request by the Borrower Representative and acceptance by the Borrower Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured PartiesLenders, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make a Syndicated Loan on the occasion of each Borrowing or of Wachovia to make a Swing Loan, no Lender shall be obligated to fund any Loan if, as or of the date thereofAdministrative Agent to issue any Letter of Credit is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party the Administrative Agent of a Notice of Borrowing. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article IV of any materiality qualifier contained therein) this Agreement shall be true on and as of the date of such date, Borrowing (except to the extent that any such representation or warranty is expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) made as of such earlier a prior date), ; and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall not have received a duly completed Availability Certificate setting forth availability under the Revolving been satisfied. Each Syndicated Borrowing, each Swing Loan as Borrowing, and each Notice of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided, that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan then, (i) if such Borrowing is a Euro-Dollar Borrowing or such Notice of Continuation or Conversion is to a Euro- Dollar Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the conditions Borrower only as to the matters set forth in this Section 2.2 have been satisfied paragraphs (b) and (d) above, and (ii) if such Borrowing is a reaffirmation Base Rate borrowing, or such Notice of Continuation or Conversions is to a Base Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be a representation and warranty by each Credit Party the Borrower only as to the matters set forth in paragraph (d) above. (k) Section 5.05 of the granting Credit Agreement hereby is amended and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.restated in its entirety as follows:

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make a Revolver Advance on the occasion of each Revolver Borrowing, no the obligation of the Swing Line Lender shall be obligated to fund make a Swing Advance and the obligation of the Letter of Credit Issuer to issue a Letter of Credit (including without limitation any Loan ifsuch Revolver Advance, Swing Advance and/or Letter of Credit made or issued, as the case may be, on the Closing Date) are subject to the satisfaction of the date thereoffollowing conditions: (a) any representation in the case of a Revolver Borrowing or warranty a Swing Line Borrowing, receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing (or issuance of a Letter of Credit, as the case may be), no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Loan Parties contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing (or issuance of a Letter of Credit, as the case may be); and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as fact that, immediately after such Borrowing (or issuance of a date not more than five Letter of Credit, as the case may be), (5i) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower aggregate outstanding principal amount of the proceeds Revolver Advances of any Loan each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances and Letter of Credit Obligations, will not exceed the amount of its Revolver Commitment; (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Letter of Credit Obligations, will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders at such time. Each Borrowing, each issuance of a Letter of Credit and each Notice of Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing, Letter of Credit and Notice of Conversion, as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents3.02.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation after the Closing Date, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (c) after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) The Agent and, if applicable, the relevant L/C Issuer shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date any relevant Notices of Borrowing; , Swingline Requests and L/C Requests. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make Loans (including the initial Loan) is subject to the satisfaction of the date thereoffollowing conditions in each instance: (a) any representation The Administrative Agent shall have received (i) a written Borrowing Notice in accordance with the requirements hereof, which shall include instructions to fund the Project Company’s capital calls and the relevant account information of the Project Company, (ii) a written capital call request by the Project Company, which shall include evidence detailing the Project Costs due and to be paid on or warranty prior to the date of such Borrowing or reasonably expected to be due or incurred within ninety (90) days after the date of such Borrowing; provided that, if such capital call request does not include the foregoing information, the Administrative Agent shall have received a certificate signed by any Credit Party contained herein a Responsible Officer of the Borrower setting out the eligible Project Costs that are due and payable and that are otherwise expected to become payable with the proceeds of such capital call (which certificate shall include sufficient level of detail to enable the Administrative Agent to verify the accuracy of the eligible Project Costs) and (iii) without duplication of (ii), the Corporate Costs due and to be paid on or prior to the date of such Borrowing or reasonably expected to be due or incurred within ninety (90) days after the date of such Borrowing. (b) Other than with respect to the initial Borrowing, the Administrative Agent shall have received a Cost-to-Complete Certificate from the Independent Technical Consultant that evidences the Available Resources are equal to or higher than the Projected Corporate and Project Costs. (c) The representations and warranties of each Borrower Group Member set forth in this Agreement and in any other Loan Document is untrue or incorrect shall be true and correct in any all material respect respects (without duplication or, in the case of any materiality qualifier contained thereinsuch representation or warranty already qualified by materiality, in all respects) on and as of such datethe date of the Borrowing of the Loans (or, except to in the extent that case of any such representation or warranty expressly relates stated to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication have been made as of any materiality qualifier contained therein) a specific date, as of such earlier specific date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect;. (bd) any Other than the defaults under the Lucky Shot Lease to be remedied pursuant to Section 5.24, no Default or Event of Default shall have occurred and be continuing or would result from the Borrowing of such Loans or from the application of proceeds thereof. (e) No Material Adverse Effect has occurred and is continuing or would reasonably continuing. (f) The Lenders and the Agents shall have received all fees required to be expected to result after giving effect to any Loanpaid, and Agent or Required Revolving Lenders shall all expenses (including the fees and expenses of legal counsel) for which reasonably detailed invoices have determined not to make any Loan as a result of that Default or Event of Default; been presented at least two (c2) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days Business Days prior to the date of the Borrowing of the Loans, required to be paid under the Loan Documents. (g) All material Governmental Authorizations or third-party filing, consent and approval necessary for the then-current stage of the Project shall be in full force and effect and the Administrative Agent shall have received certified copies of such Governmental Authorizations and third-party filings, approvals and consents. (h) Solely with respect to the second Borrowing; The request , the Administrative Agent shall have received (i) executed copies of the confirmations of trade under each Required Hedge Agreements, (ii) executed copies of each control agreement in respect of the accounts set forth on Schedule 4.01(cc), (iii) true, correct and complete copies (as certified by a Responsible Officer of Contango, which certificate shall also confirm that the Governmental Authorizations are in full force and effect) of (x) a written irrevocable notice from, or arrangement by, the Project Company to the Borrower agreeing to deliver Refined Gold and acceptance by Refined Silver (each as defined in the Toll Milling Agreement) to the applicable Metals Account, (y) the Feasibility Study and (z) the following Governmental Authorization in respect of the Project (A) waste management permit and (B) plan of operations and (iv) evidence that the Borrower has received and spent (or a certificate from a Responsible Officer of the Borrower certifying that the Borrower has received and will spend within ninety (90) days following the date of such Borrowing) the cash proceeds from the issuance of Equity Interests to Contango as required pursuant to the Financing Plan to fund the Project Company’s capital calls. (i) Solely with respect to the second Borrowing, the Borrower shall execute, deliver, record and file any and all such further agreements, financing statements, notices of assignment and other instruments necessary to create and perfect a first priority security interest in favor of the Collateral Agent over the Proceeds Account, the Debt Service Reserve Account and each Metals Account under the laws of the applicable jurisdictions in which such accounts are located and provide a legal opinion addressed to the Secured Parties in respect of the perfection of such security interest. (j) Solely with respect to the final Borrowing of the Term Loans, the Debt Service Reserve Account shall have on deposit an amount equal to the DSR Required Balance (including, if applicable, after application of the proceeds of any Loan shall be deemed to constitute, as such final Borrowing of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral DocumentsTerm Loans).

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, in each instance, if, as of the date thereof: (a) : any representation or warranty by any Credit Party contained herein or in any other Loan Document is (and, on the Closing Date, after giving effect to the Related Transactions, will be) untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) ; any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to the consummation of the Related Transactions, payment of all costs and expenses in connection therewith, and any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (c) ; after giving effect thereto, the Secured Leverage Ratio would exceed 3.75 to any Loan1.00, as of the most recently completed period of four fiscal quarters for which the financial statements and certificates required by Sections 4.1(a) or 4.1(b), as the case may be, and Section 4.2(b) have been delivered, on a pro forma basis; or after giving effect thereto, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; . The request by the Borrower Representative and acceptance by the Borrower Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentssatisfied.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any make a Syndicated Loan if, as on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation receipt by the Administrative Agent of a Notice of Borrowing or warranty by any Credit Party notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable. (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article IV of any materiality qualifier contained therein) this Agreement shall be true on and as of the date of such date, Borrowing (except to the extent that any such representation or warranty is expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) made as of such earlier a prior date), ; and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as been satisfied. Each Syndicated Borrowing, each Money Market Borrowing and each Notice of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided, that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan then, (i) if such Borrowing is a Euro-Dollar Borrowing or such Notice of Continuation or Conversion is to a Euro-Dollar Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the conditions Borrower only as to the matters set forth in this Section 2.2 have been satisfied paragraphs (b) and (d) above, and (ii) if such Borrowing is a reaffirmation Base Rate borrowing, or such Notice of Continuation or Conversions is to a Base Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be a representation and warranty by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant Borrower only as to the Collateral Documentsmatters set forth in paragraph (d) above.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, no Lender shall be obligated or a continuation of Fixed Period Eurodollar Loans) is subject to fund any Loan if, as of the date thereoffollowing conditions precedent: (a) any representation or warranty by any Credit Party The representations and warranties of the Borrowers contained herein or in Article V and any other Loan Document is untrue or incorrect Document, and which are contained in any material respect (without duplication of document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality qualifier or other qualification contained therein) , be true and correct on and as of the date of such dateBorrowing, except to the extent that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date (date, in which event such representations case they shall be true and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), and Agent or Required Revolving Lenders have determined not to make such Loan as a result respectively, of the fact that such warranty or representation is untrue or incorrect;Section 6.01. (b) any No Default or Event of Default has occurred and is continuing shall exist, or would reasonably be expected to result after giving effect to any Loan, and Agent from such proposed Borrowing or Required Revolving Lenders shall have determined not to make any Loan as a result from the application of that Default or Event of Default;the proceeds thereof. (c) after giving effect to any Loan, the aggregate outstanding amount The Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days of the Revolving Loans would exceed drawdown date of such Loan or such more recent Borrowing Base Report as the Maximum Revolving Loan Balance; andAdministrative Agent or any Lender shall reasonably request. (d) In the event that an asset to be purchased with the proceeds of a Borrowing made on the date of the Borrowing is to be included in the Borrowing Base as of the date of the Borrowing, the Administrative Agent shall not have received evidence reasonably satisfactory to it that the conditions referred to in clauses (i), (ii) and (iii) of the proviso to the definitions of Tranche A Borrowing Base or Tranche Borrowing Base, as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a duly completed Availability Certificate setting forth availability under Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan as Notice requesting only a conversion of a date not more than five (5) days prior Revolving Loans to the date other Type or a continuation of Borrowing; The request Fixed Period Eurodollar Loans) submitted by the Borrower and acceptance by the Borrower of the proceeds of any Loan Borrowers shall be deemed to constitute, be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any which case such representations and warranties shall be true in all material respect (without duplication of any materiality qualifier contained therein) respects as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall not have received a duly completed Availability an Officer’s Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date effect that, immediately after such Borrowing or Swing Borrowing the Covered Debt Amount will not exceed the Borrowing Base. Conformed Credit Agreement - Page 78 140760.01015/130833253v.5 Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions in this Section 2.2 have been satisfied date of such Borrowing or Swing Borrowing as to the truth and (ii) a reaffirmation by each Credit Party accuracy of the granting and continuance of Agent’s Liensfacts specified in clauses (c), on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.(d) and

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any Loan if, as make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Loan Parties contained in Article IV of this Agreement shall be true, on and as of the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the fact that, immediately after such Revolving Credit Borrowing (i) the aggregate outstanding principal amount of the Revolving Loan Credit Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Revolving Credit Advances together with the aggregate outstanding principal amount of all Letter of Credit Advances and Undrawn Amounts, will not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan such date. Each Revolving Credit Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower Loan Parties on the date of such Revolving Credit Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that a Revolving Credit Borrowing shall not be deemed a representation or warranty as to the conditions facts specified in clause (c) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party if the aggregate outstanding principal amount of the granting and continuance Revolving Credit Advances immediately after such Revolving Credit Borrowing will not exceed the aggregate outstanding principal amount of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral DocumentsRevolving Credit Advances immediately before such Revolving Credit Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to honor any Request for Borrowing (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, no Lender shall be obligated or a continuation of Fixed Period Eurodollar Loans) is subject to fund any Loan if, as of the date thereoffollowing conditions precedent: (a) any representation or warranty by any Credit Party The representations and warranties of the Borrowers contained herein or in Article V and any other Loan Document is untrue or incorrect Document, and which are contained in any material respect (without duplication of document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality qualifier or other qualification contained therein) , be true and correct on and as of the date of such dateBorrowing, except to the extent that such representation or warranty expressly relates representations and warranties specifically refer to an earlier date (date, in which event such representations case they shall be true and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), and Agent or Required Revolving Lenders have determined not to make such Loan as a result respectively, of the fact that such warranty or representation is untrue or incorrect;Section 6.01. (b) any No Default or Event of Default has occurred and is continuing shall exist, or would reasonably be expected to result after giving effect to any Loan, and Agent from such proposed Borrowing or Required Revolving Lenders shall have determined not to make any Loan as a result from the application of that Default or Event of Default;the proceeds thereof. (c) after giving effect to any Loan, the aggregate outstanding amount The Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days of the Revolving Loans would exceed drawdown date of such Loan or such more recent Borrowing Base Report as the Maximum Revolving Loan Balance; andAdministrative Agent or any Lender shall reasonably request. (d) In the event that an asset to be purchased with the proceeds of a Borrowing made on the date of the Borrowing is to be included in the Borrowing Base as of the date of the Borrowing, the Administrative Agent shall not have received evidence reasonably satisfactory to it that the conditions referred to in clauses (i), (ii) and (iii) of the proviso to the definitions of Tranche A Borrowing Base or Tranche B Borrowing Base, as applicable, have been satisfied. (e) The Administrative Agent and, if applicable, the Swingline Lender shall have received a duly completed Availability Certificate setting forth availability under Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Revolving Loan as Notice requesting only a conversion of a date not more than five (5) days prior Revolving Loans to the date other Type or a continuation of Borrowing; The request Fixed Period Eurodollar Loans) submitted by the Borrower and acceptance by the Borrower of the proceeds of any Loan Borrowers shall be deemed to constitute, be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing the obligation of BB&T to make a Swing Advance and the obligation of the date thereofLetter of Credit Issuer to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect;required by Section 2.02 (b) any Default or Event receipt by the Administrative Agent of Default has occurred such documentation as the Administrative Agent shall reasonably require to demonstrate Borrower’s compliance with Sections 5.03, 5.04 and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default5.07; (c) the fact that, immediately before and after giving effect to any Loansuch Borrowing (or issuance of a Letter of Credit, as the aggregate outstanding amount case may be), no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Revolving Loans would exceed Loan Parties contained in Article IV of this Agreement shall be true, on and as of the Maximum Revolving Loan Balancedate of such Borrowing (or issuance of a Letter of Credit, as the case may be) (except for representations and warranties that expressly relate to an earlier date); and (de) Agent shall the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be) (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Advances and Letter of Credit Obligations, will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Advances and Letter of Credit Obligations, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing, the issuance of Borrowing; The request by the Borrower each Letter of Credit and acceptance by the Borrower each Notice of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing, the issuance of such Letter of Credit or Notice of Continuation or Conversion, as the case may be as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein(a) The obligation of each Lender to honor any Funding Notice on any Initial Term Loan Funding Date other than the First Initial Term Loan Funding Date is subject to satisfaction or waiver of the following conditions precedent: (i) Subject to Section 1.6(a), no Lender the representations and warranties of each Loan Party set forth in Section 3 and each other Loan Document shall be obligated to fund any Loan if, true and correct in all material respects on and as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) such Borrowing with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect expressly relate to an earlier date, in any which case they shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) respects as of such earlier date; provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ii) Subject to Section 1.6(a), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any no Default or Event of Default has occurred and is continuing shall exist or would result from such proposed Borrowing or from the application of the proceeds therefrom. (iii) The Administrative Agent shall have received a Funding Notice in accordance with the requirements hereof including certification from the Independent Engineer; provided that each Funding Notice shall also include a reasonably be expected detailed calculation of Consolidated Liquidity (i) immediately prior to result after giving effect the making of the Initial Term Loans requested therein and (ii) pro forma for the use of proceeds of such Initial Term Loans. (iv) All fees due to any Loanthe Administrative Agent, the Collateral Agent, the Arranger and the Lenders on such Initial Term Loan Funding Date shall have been paid, and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Administrative Agent, the Collateral Agent or Required Revolving Lenders and the Arranger on such Initial Term Loan Funding Date that have been invoiced at least three Business Days prior to such Initial Term Loan Funding Date shall have determined not to make any Loan as a result been paid (which amounts may be offset against the proceeds of that Default or Event of Default;the Loans). (cv) after giving effect If so requested by any Lender by written notice to any Loanthe Borrower (with a copy to the Administrative Agent) at least two Business Days prior to such Initial Term Loan Funding Date, the Borrower shall have executed and delivered to such Lender on or prior to such Initial Term Loan Funding Date a Loan Note. (vi) As of such Initial Term Loan Funding Date, the Borrower and its Restricted Subsidiaries shall have Consolidated Liquidity in an aggregate amount not less than $100,000,000 (i) immediately prior to making of the Initial Term Loans and (ii) pro forma for the use of proceeds of such Initial Term Loans. (vii) Prior to such Initial Term Loan Funding Date (or concurrently with the funding of the Initial Term Loans on such Initial Term Loan Funding Date), the Borrower shall have (x) contributed equity contributions to the FLNG2 Subsidiaries (and the FLNG2 Subsidiaries shall have applied such equity to the payment of Project Costs (or the funding of a Project Costs Reserve Account) and/or (y) paid Project Costs on behalf of the FLNG2 Subsidiaries (or funded a Project Costs Reserve Account), in an aggregate amount sufficient to be in compliance with a Gearing Ratio greater than 60.0% on a pro forma basis as of such Initial Term Loan Funding Date. (viii) Through December 31, 2024, the aggregate outstanding amount of the Revolving Initial Term Loans would outstanding, pro forma for each proposed Borrowing to be made on any Initial Term Loan Funding Date during such period, shall not exceed the Maximum Revolving $350,000,000 on such Initial Term Loan Balance; andFunding Date. (db) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior Subject to the date of Borrowing; The request Section 1.6(a), each Borrowing by the Borrower and acceptance by the Borrower of the proceeds of any Loan shall be deemed to constitutebe a representation and warranty that the conditions specified in Sections 4.3(a)(i), (ii), (vi) and (vii) have been satisfied on and as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsapplicable Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Revolving Credit Loan ifor Term Loan on the occasion of each Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation except as provided in Sections 2.01(b)(ii) or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date2.02(f), and either (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (if such borrowing is a Term Loan Borrowing or Required a Syndicated Revolving Lenders have determined not to make Credit Borrowing), or (ii) compliance with the provisions of Section 2.03 (if such Loan as borrowing is a result of the fact that such warranty or representation is untrue or incorrectMoney Market Borrowing); (b) any the fact that, immediately before and after such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty shall be true on and as of the date of such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be; and (e) the fact that, immediately after giving effect to any Loansuch Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, (i) the aggregate outstanding principal amount of the Revolving Credit Loans would of each Bank will not exceed the Maximum amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Term Loans will not exceed the aggregate amount of the Term Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under Commitments of all of the Revolving Loan Banks as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower such date. Each Revolving Credit Borrowing and acceptance by the Borrower of the proceeds of any Term Loan Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any which case such representations and warranties shall be true in all material respect (without duplication of any materiality qualifier contained therein) respects as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default an Officer’s Certificate to the effect that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall not have received a duly completed Availability an Officer’s Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date effect that, immediately after such Borrowing or Swing Borrowing the Covered Debt Amount will not exceed the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan (other than Permitted Overadvances) or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and with respect to Revolving Loans or Issuances of Letters of Credit, Agent or Required Revolving Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such representation or warranty or representation is untrue or incorrect;; or (b) with respect to Revolving Loans or Issuances of Letters of Credit, any Default or Event of Default has occurred and is continuing or would reasonably be expected to result immediately after giving effect to (and as a result of) any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any such Revolving Loan or incur such Letter of Credit Obligation as a result of that Default or Event of Default;; or (c) after giving effect to any LoanRevolving Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans Total Loan Balance would not exceed the sum of Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; Cap. The request by the Borrower Representative and acceptance by the Borrower Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower Borrowers that the conditions in this Section 2.2 have been satisfied (x) each representation and (ii) a reaffirmation warranty by each any Credit Party contained herein or in any other Loan Document is true and correct in all material respects (without duplication of the granting and continuance any materiality qualifier contained therein) as of Agent’s Lienssuch date, on behalf of itself and the Secured Parties, pursuant except to the Collateral Documents.extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date) and

CONDITIONS TO ALL BORROWINGS. Except The obligation of each Bank to make a Syndicated Loan on the occasion of each Borrowing and the Issuer to issue a New Letter of Credit is subject to the satisfaction of the following conditions except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as in the last sentence of the date thereofthis Section 3.02: (a) any representation receipt by the Agent of a Notice of Borrowing or warranty by any Credit Party contained herein notification pursuant to Section 2.03(e) of acceptance of one or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) more Money Market Quotes, as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect;applicable. (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing (except for representations and warranties which are made only as of a stated prior date); and (d) Agent the fact that, immediately after such Borrowing, the conditions set forth in clause (i) of Section 2.01 shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as been satisfied. Each Syndicated Borrowing, each Money Market Borrowing and each Notice of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section; provided, that if such Borrowing is a Syndicated Borrowing which consists solely of a Loan made pursuant to a Notice of Continuation or Conversion then, (i) if such Borrowing is a Fixed Rate Borrowing or such Notice of Continuation or Conversion is to a Fixed Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the conditions Borrower only as to the matters set forth in this Section 2.2 have been satisfied paragraphs (b) and (d) above, and (ii) if such Borrowing is a reaffirmation Base Rate Borrowing, or such Notice of Continuation or Conversions is to a Base Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be a representation and warranty by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant Borrower only as to the Collateral Documentsmatters set forth in paragraph (d) above.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Bank to make an Advance on the occasion of each Borrowing (including, no Lender shall be obligated to fund any Loan ifwithout limitation, as the obligation of the date thereofSwing Line Lender to make a Swing Line Advance and the obligation of the Other Currency Lender to make an Other Currency Advance) is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party the Administrative Agent of: (1) Notice of Borrowing as required by Section 2.02 in the case of a Revolving Borrowing; (2) a Swing Line Advance Request in the case of a Swing Line Advance in compliance with Section 2.15; and (3) a Notice of Other Currency Borrowing in the case of an Other Currency Advance (other than an Other Currency Overdraft Advance) in compliance with Section 2.16; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article IV of any materiality qualifier contained therein) this Agreement shall be true, on and as of the date of such dateBorrowing, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect specifically relate to a date earlier than the date of such Borrowing, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall have been true on and as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Revolving Advances of each Other Revolving Advance Lender together with such Bank’s Pro Rata Facility Share of the aggregate outstanding principal amount of all Swing Line Advances, U.S. Dollar Letter of Credit Advances, U.S. Dollar Undrawn Amounts and the aggregate principal amount of the participations in Revolving Advances and U.S. Dollar Letter of Credit Advances held by such Bank pursuant to Section 2.02(e), will not exceed the amount of its Facility Commitment; (ii) the aggregate principal Dollar Equivalent Amount of all outstanding Other Currency Advances, Other Currency Undrawn Amounts and Other Currency Letter of Credit Advances shall not have received a duly completed Availability Certificate setting forth availability under exceed the total Other Currency Commitments; (iii) the sum of (a) the Dollar Equivalent of the Other Currency Lender’s Pro Rata Other Currency Share of the aggregate outstanding principal amount of all Other Currency Advances; and (b) the Dollar Equivalent of the Other Currency Lender’s Pro Rata Other Currency Share of the aggregate outstanding principal amount of the Other Currency Letter of Credit Advances and Other Currency Undrawn Amounts; and (c) the aggregate principal amount of the participations in Revolving Advances and U.S. Dollar Letter of Credit Advances held by such Bank pursuant to Section 2.02(e) shall not exceed the amount of such Other Currency Lender’s Facility Commitment (after giving effect to the purchase and sale of participations in the Revolving Loan Advances and U.S. Dollar Letter of Credit Advances required by Section 2.02(e)(3)); (iv) the aggregate outstanding principal amount of the Revolving Advances together with the aggregate outstanding principal amount of all Swing Line Advances, the Dollar Equivalent of Other Currency Advances, the Dollar Equivalent of Other Currency Letter of Credit Advances, the Dollar Equivalent of Other Currency Undrawn Amounts, U.S. Dollar Letter of Credit Advances and U.S. Dollar Undrawn Amounts, will not exceed the aggregate amount of the Facility Commitments of all of the Banks as of a date not more than five such date; and (5v) days prior to the date aggregate outstanding principal amount of Borrowing; The request Revolving Advances by BB&T (less the Borrower and acceptance by the Borrower aggregate principal amount of the proceeds participations in Revolving Advances and U.S. Dollar Letter of any Loan Credit Advances held by (or which can be sold upon BB&T’s request to) other Banks pursuant to Section 2.02(e)) together with BB&T’s Pro Rata Facility Share of the aggregate outstanding principal amount of all U.S. Dollar Letter of Credit Advances, Swing Line Advances and U.S. Dollar Undrawn Amounts shall not exceed the amount of BB&T’s Facility Commitment. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c) and (iid) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except The obligation of each Bank to make a Loan on the occasion of each Borrowing is subject to the satisfaction of the following conditions except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as in the last sentence of the date thereofthis Section 3.02: (a) any representation receipt by the Agent of a Notice of Borrowing or warranty by any Credit Party notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, as applicable; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article IV of any materiality qualifier contained therein) this Agreement shall be true on and as of the date of such dateBorrowing, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier relate to a prior date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent the fact that, immediately after such Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01 shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; been satisfied. The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan each Syndicated Borrowing and each Money Market Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of this Section 2.2 have been satisfied Section; provided that: (i) if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan, (x) such Borrowing shall not be deemed to be such a representation and warranty as to the truth and accuracy of the fact specified in paragraph (c) of this Section, and (y) if the facts specified in paragraph (b) are not true and accurate, such Refunding Loan shall be made as a Base Rate Loan; and (ii) any representation and warranty contained in Article IV which by its terms is made as to matters as of a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, specified date shall when remade pursuant to the Collateral Documentsthis Section in connection with such Borrowing be deemed to be made as to matters as of such specified date and not any later date.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Syndicated Loan if, as on the occasion of each Syndicated Borrowing and of the date thereofSwing Line Lender to make a Swing Line Loan, other than a Borrowing which consists solely of a Refunding Loan, is subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or the Agent (or, in any other Loan Document is untrue or incorrect in any material respect (without duplication the case of any materiality qualifier contained thereina Swing Line Loan, the Swing Line Lender) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication a Notice of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectBorrowing; (b) any the fact that, immediately before and after giving effect to such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article IV-A of this Agreement (other than the representation and warranty found in Section 4.04(b) and, after giving effect to any LoanJune 30, 2000, Section 4.18) shall be true on and as of the date of such Borrowing; (d) the fact that, immediately after such Borrowing, the aggregate outstanding principal amount of the Revolving Syndicated Loans would of each Bank will not exceed the Maximum amount of its Commitment; (e) the fact that, immediately after such Borrowing, the Swing Line Outstandings will not exceed the Swing Line Commitment; (f) the fact that, immediately after such Borrowing, the sum of (i) the Dollar Equivalent Amount of the aggregate outstanding principal amount of the Syndicated Loans, and (ii) the Dollar Equivalent Amount of the aggregate outstanding principal amount of the Money Market Loans, and (iii) the Dollar Equivalent Amount of the aggregate outstanding principal amount of the Swing Line Loans will not exceed the Total Revolving Loan BalanceCredit Commitment; and (dg) Agent the fact that, immediately after such Borrowing, the Dollar Equivalent Amount of the aggregate principal amount of all Offshore Loans shall not have received exceed the Total Alternate Currency Sublimit. Each Borrowing (whether a duly completed Availability Certificate setting forth availability under the Revolving Loan as of Syndicated Borrowing, a date not more than five (5Money Market Borrowing or a Swing Line Borrowing) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied paragraphs (b), (c), (d), (e) and (iif) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liensthis Section, on behalf of itself and the Secured Parties, pursuant except to the Collateral Documentsextent they relate to a particular date only.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing and the obligation of the date thereofSwingline Lender to make a Swing Advance are each subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true in all material respects, on and as of the date of such Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (de) Agent shall the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Advances, will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Advances, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Loan if, as on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty either (i) receipt by any Credit Party contained herein or in any other Loan Document the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier datea Syndicated Borrowing), and Agent or Required Revolving Lenders have determined not to make (ii) compliance with the provisions of Section 2.03 (if such Loan as Borrowing is a result of the fact that such warranty or representation is untrue or incorrectMoney Market Borrowing); (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent shall the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Facility A Syndicated Loans of each Bank will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Facility A Commitment, (ii) the aggregate outstanding principal amount of Facility B Syndicated Loans of each Bank will not exceed the amount of its Facility B Commitment, (iii) the aggregate outstanding principal amount of the Facility A Loans will not exceed the aggregate amount of the Facility A Commitments of all of the Banks as of a date not more than five such date, and (5iv) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower aggregate outstanding principal amount of the proceeds Facility B Loans will not exceed the aggregate amount of any Loan the Facility B Commitments of all of the Banks as of such date. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c) and (iid) of this Section; provided that such Borrowing shall not be deemed to be such a reaffirmation representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by each Credit Party the Borrower to the Banks if (x) the aggregate outstanding principal amount of the granting Facility A Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount of Facility A Loans immediately before such Borrowing, and continuance (y) the aggregate outstanding principal amount of Agent’s Liens, on behalf the Facility B Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount of itself and the Secured Parties, pursuant to the Collateral DocumentsFacility B Loans immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each ---------------------------- Lender, no Swing Line Lender shall be obligated and LC issuer to fund any make a Loan if, as or issue or Modify a Facility LC on the occasion of each Credit Extension is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation receipt by the Administrative Agent of a Syndicated Borrowing Notice, Swing Line Borrowing Notice, or warranty by any request for issuance or Modification of a Facility LC, as the case may be; (b) the fact that, immediately after such Credit Party Extension, no Default or Event of Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article 4 of any materiality qualifier contained therein) this Agreement shall be true on and as of the date of such date, Credit Extension except for changes expressly permitted herein and except to the extent that such representation or warranty expressly relates representations and warranties relate solely to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (bd) any Default the fact that, immediately after such Credit Extension (i) the Outstanding Credit Exposure of each Lender will not exceed the amount of its Commitment, and (ii) the Aggregate Outstanding Credit Exposure of all Lenders will not exceed the amount of the Aggregate Commitment; and (e) since May 31, 2000, there shall have been no events, acts, conditions or Event occurrences of Default has occurred and is continuing whatever nature, singly or would in the aggregate, which have had, or could reasonably be expected to result after giving effect to any Loanhave, a Material Adverse Effect (and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount for purposes of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request foregoing, an Acquisition by the Borrower and acceptance otherwise permitted by the Borrower terms of this Agreement shall not be deemed to have such a Material Adverse Effect at the time of the proceeds of any Loan Acquisition thereof). Each request for a Credit Extension hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such request and the date of such Credit Extension as to the facts specified in paragraphs (b), (c), (d) and (e) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents3.2.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date)incorrect, and Agent or Required Revolving Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (c) after giving effect to any LoanLoan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; andor (d) Agent after giving effect to any Loan, the aggregate amount of the Credit Parties’ cash and Cash Equivalents would exceed $50,000,000, unless the Borrower Representative has (i) specified in the Notice of Borrowing for such Loan the intended use of the proceeds of such Loan and (ii) acknowledged and agreed in such Notice of Borrowing that if such proceeds are not used for such intended purpose within 10 Business Days of the date that such Loan was made, then the Borrowers shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior promptly repay to the date of Borrowing; Lenders such Loan in full. The request by the Borrower Representative and acceptance by the Borrower Borrowers of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any make a Revolving Credit Loan if, as on the occasion of each Revolving Credit Borrowing (or the Swing Line Lender with regard to Swing Line Loans or the Issuing Bank with regard to Letters of Credit) is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation except as provided in Section 2.02(f): (i) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, in the case of a Revolving Credit Loan; (ii) compliance with the provisions of Section 2.14, in the case of a Swing Line Loan; or warranty by any Credit Party contained herein or (iii) compliance with the provisions of Sections 3.02 and 3.03, in any other Loan Document is untrue or incorrect in any material respect (without duplication the case of any materiality qualifier contained therein) as a Letter of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectCredit; (b) any the fact that, immediately before and after such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article V of this Agreement shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty and of each Loan Party contained in the Loan Documents shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be; and (e) the fact that, immediately after giving effect to any Loansuch Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, (i) the aggregate outstanding principal amount of the Revolving Credit Loans of each Lender and its pro rata share of Letter of Credit Obligations (together with, in the case of the Swing Line Lender, the aggregate outstanding amount of all Swing Line Loans) will not exceed the amount of its Revolving Credit Commitment, (ii) the aggregate outstanding principal amount of the Alternate Currency Loans of each Lender will not exceed the amount of its Alternate Currency Commitment, (iii) the aggregate principal amount of all Revolving Credit Loans and Swing Line Lines, together with the Letter of Credit Obligations, shall not exceed the aggregate amount of the Revolving Credit Commitments of all of the Lenders at such time and (iv) the aggregate principal amount of all Alternate Currency Loans would shall not exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower aggregate amount of the proceeds Alternate Currency Commitments of any Loan all of the Lenders at such time. Each Revolving Credit Borrowing, Swing Line Borrowing and request for Letter of Credit hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit request, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make an Advance on the occasion of each Borrowing, no Lender shall be obligated the obligation of BB&T to fund any Loan if, as make a Swing Advance and the obligation of the date thereofLetter of Credit Issuer to issue a Letter of Credit are subject to the satisfaction of the following conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any the fact that, immediately before and after such Borrowing (or issuance of a Letter of Credit, as the case may be), no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Loan Parties contained in Article IV of this Agreement shall be true, on and as of the Maximum Revolving Loan Balancedate of such Borrowing (or issuance of a Letter of Credit, as the case may be); and (d) Agent shall the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be), (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances and Letter of Credit Obligations, will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment; (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Letter of Credit Obligations, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date of BorrowingBorrowing Base; The request by and (iii) the Borrower and acceptance by the Borrower aggregate outstanding principal amount of the proceeds Reducing Revolver Advances of any Loan each Lender will not exceed the amount of its Reducing Revolver Commitment. Each Borrowing, each issuance of a Letter of Credit and each Notice of Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing, Letter of Credit and Notice of Conversion, as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents3.02.

CONDITIONS TO ALL BORROWINGS. Except The obligation of the Bank to make a Loan or create a Banker's Acceptance on the occasion of each Borrowing is subject to the satisfaction of the following conditions, except as otherwise expressly provided herein, no Lender shall be obligated to fund any Loan if, as in the last sentence of the date thereofthis Section 3.02: (a) any representation receipt by the Bank of a Notice of Borrowing or warranty notification pursuant to Section 2.03(e) of acceptance of one or more Offered Rate Credit Quotes, as applicable, together with, if such Borrowing is a Banker's Acceptance Borrowing, the instruments, agreements and other documents required by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier dateSection 2.03(f), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect;. (b) any the fact that, immediately before and after such Borrowing, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect to any Loan, the aggregate outstanding amount fact that the representations and warranties of the Revolving Loans would exceed Borrower contained in Article IV of this Agreement shall be true on and as of the Maximum Revolving Loan Balancedate of such Borrowing; and (d) Agent the fact that, immediately after such Borrowing, the aggregate principal amount of Loans outstanding and the aggregate Face Amount of Banker's Acceptances outstanding shall not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower amount of the proceeds of any Loan Commitment at such time. Each Borrowing shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied paragraphs (b), (c) and (iid) of this Section; provided that if such Borrowing consists solely of a reaffirmation by each Credit Party of the granting Refunding Loan, such Borrowing shall not be deemed to be such a representation and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant warranty to the Collateral Documentseffect set forth in Section 4.04(b) as to any event, act or condition having a 101 Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Bank.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default or Event the fact that, immediately after such Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed copy of the Revolving Loans would exceed executed note evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall the fact that, immediately after such Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no Lender shall be obligated The obligation of each Bank to fund any make a Revolving Credit Loan ifor Term Loan on the occasion of each Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, (or the Swing Line Lender with regard to Swing Line Loans) is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation except as provided in Sections 2.01(b)(ii) or warranty 2.02(f): (i) receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date required by Section 2.02 (in which event such representations and warranties were untrue the case of a Revolving Credit Loan or incorrect Term Loan); or (ii) compliance with the provisions of Section 2.13, in any material respect (without duplication the case of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectSwing Line Loan; (b) any the fact that, immediately before and after such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) the fact that the representations and warranties of the Borrower contained in Article IV of this Agreement shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty and of each Loan Party contained in the Pledge Agreement shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be; and (e) the fact that, immediately after giving effect to any Loansuch Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, (i) the aggregate outstanding principal amount of the Revolving Credit Loans of each Bank (together with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans) will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Revolving Term Loans would will not exceed the Maximum Revolving aggregate amount of the Term Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under Commitments of all of the Revolving Loan Banks as of a date not more than five (5) days prior to the date of such date. Each Revolving Credit Borrowing; The request by the Borrower , Swing Line Borrowing and acceptance by the Borrower of the proceeds of any Term Loan Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (b), (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except The obligation of each Bank to make a Loan on the occasion of each Borrowing is subject to the satisfaction of the following conditions: (1) receipt by the Agent of Notice of Borrowing as otherwise expressly provided hereinrequired by Section 2.02; (2) the fact that, immediately before and after such Borrowing, no Lender Default shall have occurred and be continuing; (3) the fact that the representations and warranties of the Borrower contained in Article IV of this Agreement shall be obligated to fund any Loan if, true on and as of the date thereof:of such Borrowing; and (a4) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect the fact that, immediately after such Borrowing (without duplication i) the aggregate outstanding principal amount of any materiality qualifier contained thereinthe Loans of each Bank will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments of all of the Banks as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan . Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that (i) such Borrowing shall not be deemed to be such a representation and warranty as to the conditions truth and accuracy of the fact specified in clause (c) of this Section 2.2 have been satisfied and Section, if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, (ii) a reaffirmation by each Credit Party if the aggregate outstanding principal amount of the granting Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, then (A) such Borrowing shall be deemed to be a representation and continuance warranty as to the truth and accuracy of Agent’s Liens, on behalf the fact specified in clause (b) of itself this Section determined as if the term "Default" appearing in such clause (b) were instead the term "Event of Default" and (B) the Secured Parties, representation contained in the last sentence of Section 4.12 shall when remade pursuant to this Section in connection with such Borrowing be deemed to exclude the Collateral Documentswords "Default or", (iii) any representation and warranty contained in Article IV which by its terms is made as to matters as of a specified date shall when remade pursuant to this Section in connection with such Borrowing be deemed to be made as to matters as of such specified date and not any later date, and (iv) the representation contained in Section 4.04(b) shall when remade pursuant to this Section in connection with such Borrowing be deemed to refer not to December 31, 1997, but rather to the last day of the Fiscal Quarter most recently ended prior to the date of such Borrowing as to which the Borrower shall have delivered financial statements to the Bank pursuant to Section 5.01.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each Lender to make an Advance on the occasion of each Borrowing, no Lender shall be obligated to fund any Loan if, as the obligation of the date thereof: Swing Line Lender to make a Swing Advance and the obligation of the Letter of Credit Issuer to issue a Letter of Credit are subject to the satisfaction of the following conditions: (a) any representation or warranty With respect to Advances, receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; required by Section 2.02; (b) any the fact that, immediately before and after such Borrowing (or issuance of a Letter of Credit, as the case may be), no Default or Event of Default has shall have occurred and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultcontinuing; (c) after giving effect the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true and correct in all material respects (provided, that if any such representation or warranty is subject to any Loanqualification or limitation by reference to “materiality,” “material adverse effect,” “Material Adverse Effect,” or another materiality threshold, the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and (d) Agent shall not have received a duly completed Availability Certificate setting forth availability under the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan such representation or warranty shall be deemed to constitute, true and correct in all respects) on and as of the date thereofof such Borrowing (or issuance of a Letter of Credit, as the case may be) except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein; (d) the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be), (i) the aggregate outstanding principal amount of the Revolver Advances of each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding principal amount of all Swing Advances and Letter of Credit Obligations, will not exceed the amount of its Revolver Commitment; and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Advances and Letter of Credit Obligations, will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (e) if the issuance of a representation Letter of Credit is requested, (i) all conditions set forth in Sections 11.02 and warranty by the Borrower that the conditions in this Section 2.2 11.03 shall have been satisfied and (ii) at any time there is a reaffirmation Defaulting Lender, the Borrower shall have provided Cash Collateral as set forth in Section 9.19 to eliminate the Letter of Credit Issuer’s Fronting Exposure (after giving effect to the reallocation set forth in Section 9.20(a)(v)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued and all other Letter of Credit Obligations as to which the Letter of Credit Issuer has Fronting Exposure, as it may elect in its sole discretion. Each Borrowing and issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by each Credit Party the Loan Parties on the applicable date as to the truth and accuracy of the granting and continuance applicable facts specified in clauses (b) through (e) of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing or Swing Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as required by Section 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the Administrative Agent; (b) receipt by the Administrative Agent of such datedocumentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Availability Requirement; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that such representation or warranty expressly relates to an earlier date (in which event any such representations and warranties were untrue or incorrect speak as to a specific date, in any material respect (without duplication of any materiality qualifier contained therein) which case such representations and warranties shall be true as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (be) any Default the fact that, immediately after such Borrowing or Event Swing Borrowing: (A) the aggregate outstanding principal amount of Default has occurred the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and is continuing or would reasonably be expected to result after giving effect to any Loan, and Agent or Required Revolving (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders shall have determined not to make any Loan as a result of that Default or Event of Defaultsuch date; (cf) after giving effect with respect to any Loaneach Pre-Positioned Investment that is funded with the proceeds of such Advance, the aggregate outstanding amount Administrative Agent and the Collateral Custodian shall have received a faxed or .PDF copy of the Revolving Loans would exceed executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Maximum Revolving Loan BalanceAdministrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (dg) Agent shall the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of the Revolver Advances will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five such date; and (5B) days prior to the date Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan Continuation or Conversion hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d) and (iie) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided hereinThe obligation of each ---------------------------- Lender, no Swing Line Lender shall be obligated and LC issuer to fund any make a Loan if, as or issue or Modify a Facility LC on the occasion of each Credit Extension is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation receipt by the Administrative Agent of a Syndicated Borrowing Notice, Swing Line Borrowing Notice, or warranty by any request for issuance or Modification of a Facility LC, as the case may be; (b) the fact that, immediately after such Credit Party Extension, no Default or Event of Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication Article 4 of any materiality qualifier contained therein) this Agreement shall be true on and as of the date of such date, Credit Extension except for changes expressly permitted herein and except to the extent that such representation or warranty expressly relates representations and warranties relate solely to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrect; (bd) any Default or Event the fact that, immediately after such Credit Extension (i) the Outstanding Credit Exposure of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loaneach Lender will not exceed the amount of its Commitment, and Agent or Required Revolving (ii) the Aggregate Outstanding Credit Exposure of all Lenders shall have determined will not to make any Loan as a result of that Default or Event of Default; (c) after giving effect to any Loan, exceed the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan BalanceAggregate Commitment; and (de) Agent since May 31, 2000, there shall not have received been no events, acts, conditions or occurrences of whatever nature, singly or in the aggregate, which have had, or could reasonably 44 be expected to have, a duly completed Availability Certificate setting forth availability under Material Adverse Effect (and for purposes of the Revolving Loan as of a date not more than five (5) days prior to the date of Borrowing; The request foregoing, an Acquisition by the Borrower and acceptance otherwise permitted by the Borrower terms of this Agreement shall not be deemed to have such a Material Adverse Effect at the time of the proceeds of any Loan Acquisition thereof). Each request for a Credit Extension hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that on the conditions date of such request and the date of such Credit Extension as to the facts specified in paragraphs (b), (c), (d) and (e) of this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents3.2.

CONDITIONS TO ALL BORROWINGS. Except as otherwise expressly provided herein, no The obligation of each Lender shall be obligated to fund any Loan if, as make an Advance on the occasion of each Borrowing is subject to the satisfaction of the date thereoffollowing conditions: (a) any representation or warranty receipt by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication the Administrative Agent of any materiality qualifier contained therein) a Notice of Borrowing as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Revolving Lenders have determined not to make such Loan as a result of the fact that such warranty or representation is untrue or incorrectrequired by Section 2.02; (b) any Default or Event receipt by the Administrative Agent of Default has occurred such documentation as the Administrative Agent shall reasonably require (including, without limitation, certificate(s) from the Borrower and the Securities Intermediary (as defined in the Security Agreement)) confirming that (i) the Borrower is continuing or would reasonably be expected to result in compliance with the BB&T Collateral Coverage Ratio requirements set forth in this Section 3.02, and (ii) after giving effect to any Loansuch Borrowing and the application of the proceeds thereof, and Agent or Required Revolving Lenders the Borrower shall have determined not to make any Loan as a result of that Default or Event of Defaultbe in compliance with the BB&T Collateral Coverage Ratio requirements set forth in Section 5.03; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) the Borrower shall have provided sufficient BB&T Collateral (after giving effect to such Borrowing and the application of the proceeds thereof) such that the BB&T Collateral Coverage Ratio (after giving effect to such Borrowing and the application of the proceeds thereof) is at least 1.01 to 1.00 if all Collateral is cash or Short Term Treasury Securities, or, if any LoanCollateral is not cash or Short Term Treasury Securities, the aggregate outstanding amount Borrower shall have provided sufficient BB&T Collateral such that the BB&T Collateral Coverage Ratio (after giving effect to such Borrowing and the application of the Revolving Loans would exceed proceeds thereof) is at least 1.10 to 1.00; (e) the Maximum Revolving fact that the representations and warranties of the Loan BalanceParties contained in Article IV of this Agreement shall be true, on and as of the date of such Borrowing; and (df) Agent shall the fact that, immediately after such Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender will not have received a duly completed Availability Certificate setting forth availability under exceed the Revolving Loan amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of a date not more than five (5) days prior to the date of Borrowing; The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan such date. Each Borrowing hereunder shall be deemed to constitute, as of the date thereof, (i) be a representation and warranty by the Borrower that Loan Parties on the conditions date of such Borrowing as to the truth and accuracy of the facts specified in this Section 2.2 have been satisfied clauses (c), (d), (e) and (iif) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documentsthis Section.