Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (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 in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all Commitments; and (e) the conditions to the continued effectiveness of the Banks as of such date; and (B) authorization in the Borrowing BaseNCUC Order are satisfied. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all Commitments; and (e) the conditions to the continued effectiveness of the Banks as of such date; authorizations in the PSC Order and (B) the Borrowing BaseFERC Order are satisfied. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or unless the Borrowing is a "rollover borrowing" described in the case of a Swing Line Advance, compliance with Section 2.152.02(f); (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) Maximum Advance or the aggregate amount of the Commitments of Facility Limit for all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, and the obligation of the Swing Line Swingline Lender to make a Swing Line Advance) is Advance are each subject to the satisfaction of the conditions applicable to such Advance in Section 2.01 and the following conditions: (a) receipt by the Administrative Agent and the Multicurrency Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)Administrative Agent; (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 in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true in all material respects, on and as of the date of such Borrowing, without duplication of any materiality qualifier contained therein (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date, in which case such representations and warranties shall be true as of such date); and (d) the fact that, immediately after such Borrowing (i) Borrowing, the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will shall not exceed the lesser of: (A1) the Borrowing Base; and (2) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (or unless the Borrowing is a "rollover borrowing" described in the case of a Swing Line Advance, compliance with Section 2.152.02(f); (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of Line Availability Amount or the Maximum Line Amount for all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of and a Swing Line Advance, compliance with Section 2.15)Borrowing Base Certification Report; (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 in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of ---------------------------- Lender and the Swing Line Lender to make a Swing Line Advance) Loan on the occasion of each Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)Borrowing; (b) the fact that, immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, Borrowing except for changes expressly permitted herein and except to the extent explicitly relating that such representations and warranties relate solely to a specified an earlier date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of Lender and the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the amount of its Commitment Commitment, except where such excess amount results from such Lender's having made one or more Competitive Bid Loans, and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount all Loans of all Lenders and the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseAggregate Commitment. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent Bank of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market 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 Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment Commitment, and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments Commitment of all of the Banks Bank as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 Borrower to Bank 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, including the obligation of the Swing Line Lender to make a Swing Line Advancefirst Borrowing) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing) or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market 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 Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified dateBorrowing in all material respects; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that the representations and warranties of the Loan Parties contained in the Guaranty and the Pledge Agreement shall be true on and as of the date of such Borrowing; and (e) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions WCSR 2018712 of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to ; (d) the extent explicitly relating to a specified datefact that the representations and warranties of the Loan Parties contained in the Guaranty shall be true on and as of the date of such Borrowing; and (de) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (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 in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s 's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, ; except (i) to the extent explicitly relating any such representation or warranty is stated to a specified daterelate to an earlier date and (ii) for changes in the Schedules hereto reflecting transactions after the Closing Date permitted by this Agreement; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditionsconditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case acceptance of a Swing Line AdvanceTransaction Rate Quote or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, compliance with Section 2.15)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 Loan Parties each Borrower and each Guarantor contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall have been satisfied; and (e) the fact that, if such Borrowing is a Borrowing by a Service Company Borrower: (i) such Borrowing does not exceed the sum of: (A) 20% of the lesser of (x) the Borrowing Base and (y) the aggregate Commitments, less (B) the aggregate outstanding principal amount of the Advances Loans at the time of each Bank together with the proposed Borrowing by such Bank’s Pro Rata Share Service Company Borrower; and (ii) immediately after such Borrowing, the aggregate Borrowings by the Service Company Borrowers does not exceed 20% of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed Commitments (the amount of its Commitment conditions set forth in clauses (i) and (ii) being, collectively, the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the "Service Company Borrowing BaseLimitations"). Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrowers on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that the representations and warranties of the Loan Parties contained in the Guaranty shall be true on and as of the date of such Borrowing; and (e) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (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 in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s 's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (aA) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of 2.2 and a Swing Line Advance, compliance with Section 2.15)Borrowing Base Certification Report; (bB) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (cC) the fact that the representations and warranties of the Loan Parties contained in Article ARTICLE IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (dD) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market 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 Loan Parties Borrower contained in Article IV of this Agreement shall be true, true in all material respects, respects on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a 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 the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market 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 Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties 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 such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.12(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks 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.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 2.2 (if such Borrowing is a Syndicated Borrowing), or in (ii) compliance with the case provisions of Section 2.3 (if such Borrowing is a Swing Line Advance, compliance with Section 2.15Borrowing); (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 Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (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 Borrowing; (e) the fact that, immediately after such Borrowing (i) the sum of (A) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank Bank, together with such Bank’s 's Pro Rata Share of the aggregate outstanding Swing Line Advances, (B) each Bank's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, the Letter of Credit Advances and (C) each Bank's Pro Rata Share of the aggregate Undrawn Amounts, will not exceed the amount of its such Bank's Commitment and (ii) the sum of (A) the aggregate outstanding principal amount of the Advances together with Loans, (B) the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and (C) the aggregate Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, and the obligation of the Swing Line Swingline Lender to make a Swing Line Advance) is Advance are each subject to the satisfaction of the conditions applicable to such Advance in Section 2.01 and the following conditions: (a) receipt by the Administrative Agent and the Multicurrency Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)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; (cd) 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, true in all material respects, on and as of the date of such Borrowing, without duplication of any materiality qualifier contained therein (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date, in which case such representations and warranties shall be true as of such date); and (de) the fact that, immediately after such Borrowing (i) Borrowing, the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will shall not exceed the lesser of: (A1) the Borrowing Base; and (2) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (bc), (cd) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.15)2.03 (if such Borrowing is a Money Market Borrowing) or Section 2.14; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) except in the case of Borrowings consisting solely of Refunding Loans, the fact that the representations and warranties of the Loan Parties Parent contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder hereunder, other than a Borrowing which consists solely of Refunding Loans, shall be deemed to be a representation and warranty by the Loan Parties 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, except to the extent they relate to a particular date only.