Common use of Conditions to All Extensions of Credit Clause in Contracts

Conditions to All Extensions of Credit. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b) and 7.02(c) have been satisfied with respect thereto.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Revolving Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), or Swingline Loan and of the applicable Issuing Lenders Lender to issue, amend or extend issue any Letter of Credit is (including the initial Revolving Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Borrowing Revolving Loan or such issuance, amendment Swingline Loan (and the application of the proceeds thereof) or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount, (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans of any Lender outstanding) and shall not exceed the issuance, amendment or extension Swingline Committed Amount. The delivery of each Notice of Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (bi) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuanceSection 6 shall, amendment or extension of such Letter of Credit, as applicable; provided that (i) subject to the extent such representations and warranties expressly relate to an earlier datelimitations set forth therein, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date date) and (ii) no Default or Event of Default shall exist and be continuing either prior to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.or after giving effect thereto; and (c) At In the time case of and a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount, and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b) and 7.02(c(c) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each Lender to make a fund any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstandingan Overadvance Loan or Protective Advance), and of the Issuing Lenders Swingline Lender to issuemake any Swingline Loan, amend or extend the LC Issuer to issue any Letter of Credit Credit, in each case, on any date (including the Closing Date), is subject to the satisfaction of the following conditionsconditions in a manner satisfactory to Agent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth warranty by the Credit Parties contained herein and in Sections 6.05(b) and 6.06(a)) the other Loan Documents shall be true and correct in all material respects on and (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) as of the date of and immediately after giving effect to such Borrowing or such issuancedate, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent that such representations and warranties representation or warranty expressly relate relates to an earlier date, they shall be true and correct date or period (in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, which event such representations and warranties shall be true and correct in all respects.material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) as of such earlier date or period); (cb) At the time no Default or Event of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each continuing or would result immediately after the proposed Borrowing or the use of proceeds thereof; (other than c) Agent shall have received a Notice of Borrowing made solely and, as applicable, the LC Issuer shall have received and LC Request, each in accordance with the terms of this Agreement; (d) All conditions precedent set forth in Section 1.1(a), Section 1.3(a), and Section 1.9(c), if applicable, to refinance outstanding Borrowings that does not increase this Agreement shall be satisfied or waived in accordance with the aggregate principal amount terms of this Agreement; and (e) Solely with respect to issuance of any Letter of Credit, each of the Loans LC Conditions shall be satisfied or waived in accordance with the terms of this Agreement. The request by the Borrowers and acceptance by the Borrowers of the proceeds of any Lender outstanding) and Loan or, as applicable, the issuance, amendment or extension issuance of each any Letter of Credit Credit, shall be deemed to constitute constitute, as of the date thereof, a representation and warranty by the Borrower on the date thereof Borrowers that the conditions specified in Sections 7.02(b) and 7.02(c) this Section 2.2 have been satisfied or waived in writing in accordance with respect theretothis Agreement, as applicable.

Conditions to All Extensions of Credit. The obligation obligations of each the Lender to make a any Loan on (including the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders initial Loans) or to issue, amend amend, renew or extend any Letter of Credit is Credit, are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have received a Borrowing Request delivered, in accordance with Section 2.03 the case of any Loan, an appropriate Notice of Borrowing, Notice of Continuation or a notice requesting the issuance, amendment or extension of a Application and Agreement for Standby Irrevocable Letter of Credit in accordance with Section 4.01(b), as the case may be.Credit; (b) The representations and warranties of the Borrower set forth in the Loan Documents Section 6 shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth in Sections 6.05(bthat contain a materiality qualification, be true and correct and (ii) with respect to representations and 6.06(a)) shall warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of credit as if made on and as of such Letter date, in each case except for any representation or warranty made as of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they which representation and warranty shall be (A) with respect to representations and warranties that contain a materiality qualification, remain true and correct as of such earlier date and (B) with respect to representations and warranties that do not contain a materiality qualification, remain true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respectsdate. (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan or such issuance, amendment or extension the issuance of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing in the case of a request for a Loan (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase and the application of the proceeds thereof) the (i) sum of the aggregate outstanding principal amount of Loans, plus (ii) LC Exposure, shall not exceed the Loans Revolving Committed Amount. The delivery of each Notice of Borrowing or Application and Agreement for Standby Irrevocable Letter of Credit and each request for a Loan and each issuance, amendment, extension or renewal of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each the Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely and to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Loan Notice or (ii) in the case of any Letter of Credit, the Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 2003 which would have a Material Adverse Effect; and (f) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Loans lesser of any Lender outstanding(A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the issuanceBorrowing Base, amendment or extension (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Loan Notice and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d), (e) and 7.02(c(f) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion and of any Borrowing (other than a Borrowing made solely U.S. Issuing Lender to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend issue or extend any Letter U.S. Letters of Credit is are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Administrative Agent relevant Borrower shall have received a properly delivered (A) in the case of any Loan, an appropriate Notice of Borrowing Request or Notice of Extension/Conversion, (B) in the case of any U.S. Letter of Credit, an appropriate request for issuance or extension in accordance with the provisions of Section 2.03 2.2(b) or (C) in the case of Foreign Swingline Loans, a notice requesting the issuance, amendment or extension of a Letter of Credit borrowing request in accordance with Section 4.01(b), as the case may be.borrowing procedures agreed to by the applicable Borrower and the applicable Foreign Swingline Lender; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Article VI shall be be, subject to the limitations set forth therein, true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Creditcredit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) date, unless the failure to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be so true and correct in all respects.would not reasonably be expected to have a Material Adverse Effect; (ciii) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (iv) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment the issuance or extension of such U.S. Letter of Credit as the case may be, (A) in the case of U.S. Revolving Loans, U.S. Swingline Loans and U.S. Letters of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount, (B) in the case of any Lender outstandingU.S. Letters of Credit, the U.S. LOC Obligations outstanding shall not exceed the U.S. LOC Sublimit, (C) in the case of U.S. Swingline Loans, the aggregate principal amount of outstanding U.S. Swingline Loans shall not exceed the U.S. Swingline Sublimit, and (D) in the issuancecase of Foreign Currency Loans, amendment the sum of the aggregate principal amount of outstanding Foreign Currency Loans plus the Foreign Swingline Facility Reserve shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing, each request for a U.S. Swingline Loan, each request for the issuance or extension of each a U.S. Letter of Credit pursuant to Section 2.2(b) and each request for a Foreign Swingline Loan, shall be deemed to constitute a representation and warranty by the Borrower on Borrowers of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii) and 7.02(cand, to the best of the applicable Borrower’s knowledge based on then available exchange rate information in the case of any representation in subsection (iv) have been satisfied with respect theretoabove involving Foreign Currencies, (iv) above.

Conditions to All Extensions of Credit. The obligation of each Lender the Lenders to make a Loan (but not Continue or Convert) Advances on the occasion of any Borrowing (other than each Borrowing, of each Swing Line Bank to make a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), Swing Line Advance and of the each LC Issuing Lenders Bank to issue, amend extend or extend any Letter increase the stated amount of Letters of Credit, including the first Extension of Credit (including the deemed issuance of the Existing Letters of Credit hereunder), is subject to the satisfaction of the following conditions: (a) The the Administrative Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b)for Issuance, as the case may be.applicable; (b) The all representations and warranties of the Borrower set forth contained in the Loan Documents Article IV of this Agreement (other than, after the Effective Date, than the representations and warranties set forth in Sections 6.05(b4.04 and 4.05(b) which shall only be made and 6.06(a)need only be true on the Closing Date) shall be true and correct in all material respects as if made on and as of the date of such Extension of Credit (other than with respect to any representation and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided warranty that (i) to the extent such representations and warranties expressly relate relates to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects as of such earlier date date, and (ii) to the extent such representations except for any representation and warranties are warranty that is qualified by materialitymateriality or reference to Material Adverse Change, in which case such representations representation and warranties warranty shall be true and correct in all respects.respects as of such earlier date); (c) At the time of immediately prior to and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (d) immediately after such Extension of Credit, the Outstanding Credits will not exceed the aggregate Commitment. Each Borrowing The making of each Extension of Credit (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount any Conversion or Continuation of the Loans of any Lender outstandingan Advance) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Extension of Credit that the conditions specified in Sections 7.02(bparagraphs (b), (c) and 7.02(c(d) above have been satisfied with respect theretosatisfied.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Loan Notice and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Article VI shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date date) and (ii) to the extent such representations Part I and warranties are qualified by materiality, such representations and warranties Part II of Schedule 6.17 shall be true and correct in all respects.updated as of such date; (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default (i) the Total Outstandings shall have occurred not exceed the lesser of (x) Revolving Committed Amount and be continuing(y) the Borrowing Base Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. Each Borrowing The delivery of each Loan Notice (other than a Borrowing made solely Loan Notice requesting only a conversion of Eurodollar Loans to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstandingBase Rate Loans) and the issuance, amendment or extension of each request for a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each Lender to make a Loan on the occasion of honor any Borrowing Request (other than a Borrowing made solely an Interest Election Request requesting only the conversion of Loans from one Type to refinance outstanding Borrowings that does not increase another or the aggregate principal amount continuation of the Loans of any Lender outstandingEurodollar Loans), and of the Issuing Lenders Bank to issueamend, amend renew or extend any Letter of Credit Credit, or the Swingline Lender to make a Swingline Loan, is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower contained in Article V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) or any other Loan Document, or which are contained in any document furnished by the Loan Documents Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (other than, after excluding the Effective Date, the representations representation and warranties warranty set forth in Sections 6.05(bSection 5.06(c) and 6.06(aof this Agreement)) , shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date date, and (iiexcept that for purposes of this Section 4.02(a) to the extent such representations and warranties are qualified by materiality, such representations contained in subsections (a) and warranties (b) of Section 5.06 shall be true deemed to refer to the most recent statements furnished pursuant to clauses (a) and correct in all respects(b), respectively, of Section 6.02. (b) No Default shall exist, or would result from such proposed Extension of Credit. (c) At The Administrative Agent and, if applicable, the time Issuing Bank or the Swingline Lender shall have received a Borrowing Request or request for issuance of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuingCredit or making of a Swingline Loan in accordance with the requirements hereof. Each Borrowing Request or request for issuance of a Letter of Credit or making of a Swingline Loan (other than an Interest Election Notice requesting only a Borrowing made solely conversion of Loans to refinance outstanding Borrowings that does not increase the aggregate principal amount other Type or a continuation of Eurodollar Loans) submitted by the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a) and 7.02(c(b) have been satisfied with respect theretoon and as of the date of the applicable Extension of Credit.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Loan and to issue or extend, or participate in, a Letter of Credit is are subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent Borrowers shall have received a Borrowing Request in accordance with Section 2.03 delivered, an appropriate Notice of Borrowing, Notice of Extension/Conversion or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.LOC Documents; (b) The representations and warranties of the each Borrower set forth and each other Credit Party contained in the Loan Documents Section 2, Section 3, Section 6 or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth that contain a materiality qualification, be true and correct on and as of the date of the requested credit extension (except to the extent such representations and warranties specifically relate to an earlier date, in Sections 6.05(bwhich case such representations and warranties shall have been true and correct on and as of such earlier date) and 6.06(a)(ii) shall with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or the requested credit extension of such Letter of Credit, as applicable; provided that (i) except to the extent such representations and warranties expressly specifically relate to an earlier date, they in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date date), and (ii) to except that for purposes of this Section 5.2(b), the extent such representations and warranties are qualified by materiality, such representations and warranties contained in Sections 6.1 shall be true deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and correct in all respects(b), as applicable. (c) At There shall not have been commenced against any Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) There shall not have occurred any Material Adverse Effect since the extension of the last Loan; and (f) Immediately after giving effect to the making of any such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred Revolving Loan (and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount application of the Loans proceeds thereof) the sum of any Lender outstanding) Revolving Obligations outstanding shall not exceed the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Sublimit, and the issuance, amendment or extension sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in clauses (b), (c), (d), (e) and (f) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the date thereof that Effective Date are the conditions specified in Specified Representations and (y) Sections 7.02(b5.02(c), (d) and 7.02(c(e) have been satisfied with respect theretoshall not apply to the Loans made and Letters of Credit issued on the Effective Date.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Loan (including the initial Loans) and to issue or extend, or participate in, a Letter of Credit is are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Administrative Agent Borrowers shall have received a Borrowing Request in accordance with Section 2.03 delivered, an appropriate Notice of Borrowing, Notice of Extension/Conversion or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.LOC Documents; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 6 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancebe, amendment or extension of such Letter of Credit, as applicable; provided that (i) subject to the extent such representations and warranties expressly relate to an earlier datelimitations set forth therein, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (ciii) At There shall not have been commenced against the time Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iv) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto and (v) There shall not have occurred any Material Adverse Change since the extension of the last Loan; and (vi) Immediately after giving effect to the making of any such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred Revolving Loan (and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount application of the Loans proceeds thereof) the sum of any Lender outstanding) Revolving Obligations outstanding shall not exceed the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Committed Amount, and the issuance, amendment or extension sum of Swingline Loans outstanding shall not exceed the Swingline Committed Amount. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on Borrowers of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii), (iv) and 7.02(c(v) have been satisfied with respect theretoand (vi) above.

Conditions to All Extensions of Credit. The obligation of each Lender the Lenders to make a Loan Advances on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount each Borrowing, of the Loans of any Lender outstanding), Swing Line Bank to make each Swing Line Advance and of the each LC Issuing Lenders Bank to issue, amend extend or extend any Letter increase the stated amount of Credit Letters of Credit, including the first Extension of Credit, is subject to the satisfaction of the following conditions:conditions (provided that a Conversion shall not constitute a “Borrowing” or “Extension of Credit” for the purposes of this Section): (a) The the Administrative Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b)for Issuance, as the case may be.applicable; (b) The all representations and warranties of the Borrower set forth contained in the Loan Documents Article IV of this Agreement (other than, after the Effective Date, than the representations and warranties set forth in Sections 6.05(b) 4.04 and 6.06(aSection 4.05(b)) shall be true and correct in all material respects as if made on and as of the date of such Extension of Credit (other than with respect to any representation and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided warranty that (i) to the extent such representations and warranties expressly relate relates to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time of immediately prior to and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable, no Default or Event of Default under this Agreement shall have occurred and be continuing. Each Borrowing ; and (other than a Borrowing made solely to refinance outstanding Borrowings that does d) immediately after such Extension of Credit, the Outstanding Credits will not increase exceed the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension Commitment. The making of each Letter Extension of Credit shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Extension of Credit that the conditions specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) above have been satisfied with respect theretosatisfied.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2000 (other than with respect to matters reflected in Schedule 6.9, which matters have not had and are not likely to have a Material Adverse Effect); and (f) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), (d), (e) and 7.02(c(f) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The Except as otherwise expressly provided herein, the obligation of each the Lender or L/C Issuer to make a fund any Loan on the occasion or incur any Letter of any Borrowing Credit Obligation (other than a Borrowing notice requesting only a conversion of Loans, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans and other than in connection with an Incremental Facility which shall be governed by Section 1.12, a Refinancing Amendment which shall be governed by Section 1.13, an Extension which shall be governed by Section 1.14, a Revolving Loan deemed made solely pursuant to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstandingSection 1.1(d)(vi) or a Swing Loan), and of the Issuing Lenders to issuein each instance, amend or extend any Letter of Credit is subject to the satisfaction of the following conditions: conditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with subject to Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b11.2(g), as the case may be. (b) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth made by any Credit Party contained herein or in Sections 6.05(b) and 6.06(a)) any other Loan Document shall be true and correct in all material respects on and (without duplication of any materiality qualifier contained therein) as of the date of and immediately after giving effect to such Borrowing or such issuancedate, amendment or extension of such Letter of Credit, as applicable; provided that except (ix) to the extent that such representations and warranties expressly relate to an earlier date, they shall be 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 date) and (iiy) to that for purposes of this Section 2.2, the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct contained in all respects. (cSection 3.11(a) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute refer to the most recent statements furnished pursuant to Sections 4.1(a) and (b), respectively; (b) with respect to Loans or Issuances of Letters of Credit, subject to Section 11.2(g), no Default or Event of Default has occurred and is continuing upon giving effect to the making or issuance thereof; (c) with respect to Loans, Agent’s receipt of a representation Notice of Borrowing in accordance with the requirements hereof; (d) in connection with a Borrowing of Revolving Loans in an Alternative Currency or the Issuance of Letters of Credit in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such credit extension to be denominated in such Alternative Currency; and warranty by (e) if the applicable Borrower on the date thereof that is a Designated Revolving Borrower, then the conditions specified in Sections 7.02(b) and 7.02(c) have been satisfied with respect thereto.of Section

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Letter of Credit is Loan (including the initial Loans) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1: (a) The Administrative Agent Borrower shall have received a Borrowing Request delivered, in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion; (b) The representations and warranties of the Borrower set forth in Section 5 shall be, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuance, amendment or extension the making of such Letter Loan (and the application of Creditthe proceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of any Lender outstanding) and outstanding Swingline Loans shall not exceed the issuance, amendment or extension Revolving Committed Amount. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of such of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in accordance with Section 4.01(b), 4.01 shall have been met as of the case may be.Closing Date; (b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties contained in Article V of this Agreement and the Loan other Credit Documents shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth in Sections 6.05(bthat contain a materiality qualification, be true and correct and (ii) with respect to representations and 6.06(a)) shall warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and immediately after giving effect to such Borrowing or such issuance, amendment or extension as of such Letter date except for any representation or warranty made as of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they which representation and warranty shall be remain true and correct in all material respects as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01; and (d) Immediately following the making of such Extension of Credit (i) the sum of the outstanding principal balance of the Revolving Obligations shall not exceed the lesser of (A) the Aggregate Revolving Committed Amount and (B) the Borrowing Base Amount for such date and (ii) to the extent such representations sum of the outstanding principal balance of the Total Outstandings shall not exceed the lesser of (A) the sum of the Outstanding Amount of the Term Loans and warranties are qualified by materiality, such representations the Aggregate Commitments and warranties shall be true and correct in all respects. (cB) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension Base Amount. The making of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Borrowers on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation On the date of each Lender to make a Loan Borrowing and on the occasion date of any Borrowing (other than each issuance, amendment, extension or renewal of a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter of Credit is subject to (in each case, unless waived by the satisfaction of the following conditions:Required Lenders): (a) The Administrative Agent shall have received received, in the case of a Borrowing, a Borrowing Request in accordance with as required by Section 2.03 or or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment or extension issuance of a such Letter of Credit in accordance with as required by Section 4.01(b2.04(b), as the case may be. (b) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension stated amount of such Letter of Credit), as applicable; provided that , with the same effect as though made on and as of such date, except (i) to the extent such representations and warranties expressly relate to an earlier date, they date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and date) or (ii) to the extent such representations and warranties are qualified by materialityor subject to a “material adverse effect” or similar term or qualification, in which case such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any Borrowing of U.S. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the Availability Conditions shall be satisfied and (ii) any Borrowing of U.K. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall be satisfied. Each such Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the each issuance, amendment amendment, extension or extension renewal of each a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof that of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the conditions applicable matters specified in Sections 7.02(bparagraphs (b), (c) and 7.02(c(d) have been satisfied with respect theretoof this Section 4.02.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 of the Credit Agreement: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Tranche B Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall therein, be true and correct in all material respects on and as of the such date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties except for those which expressly relate to an earlier date, they date which shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 of the Credit Agreement: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall therein, be true and correct in all material respects on and as of such date (in the date case of and immediately after giving effect to such Borrowing any representation or such issuance, amendment warranty not qualified by materiality or extension of such Letter of Credit, as applicable; provided that Material Adverse Effect) (i) to the extent such representations and warranties except for those which expressly relate to an earlier date, they date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date and (ii) to in the extent such representations and warranties are case of any representation or warranty qualified by materiality, such representations and warranties materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all respects.respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective; (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving pro forma effect to the making of such Borrowing Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default or Event of Default under Section 9.1(a) or Section 9.1(f)) shall exist as of the date of funding, in which event, the condition in this clause (c) shall be that (x) no Default or Event of Default shall exist on the date on which the definitive acquisition agreement with respect to such issuance, amendment Limited Condition Acquisition is executed and effective and (y) no Default or extension Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and (d) Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each Lender the Lenders to make a Loan (but not Continue or Convert) Advances on the occasion of any Borrowing (other than each Borrowing, of each Swing Line Bank to make a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), Swing Line Advance and of the each LC Issuing Lenders Bank to issue, amend extend or extend any Letter increase the stated amount of Letters of Credit, including the first Extension of Credit (including the deemed issuance of the Existing Letters of Credit hereunder), is subject to the satisfaction of the following conditions: (a) The the Administrative Agent shall have received a Notice of Borrowing, Notice of Swing Line Borrowing or Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b)for Issuance, as the case may be.applicable; (b) The all representations and warranties of the Borrower set forth contained in the Loan Documents Article IV (other than, after the Effective Date, than the representations and warranties set forth in Sections 6.05(b4.04 and 4.05(b) which shall only be made and 6.06(a)need only be true on the Closing Date) shall be true and correct in all material respects as if made on and as of the date of such Extension of Credit (other than with respect to any representation and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided warranty that (i) to the extent such representations and warranties expressly relate relates to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects as of such earlier date date, and (ii) to the extent such representations except for any representation and warranties are warranty that is qualified by materialitymateriality or reference to Material Adverse Change, in which case such representations representation and warranties warranty shall be true and correct in all respects.respects as of such earlier date); (c) At the time of immediately prior to and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (d) immediately after such Extension of Credit, the Outstanding Credits will not exceed the aggregate Commitment. Each Borrowing The making of each Extension of Credit (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount any Conversion or Continuation of the Loans of any Lender outstandingan Advance) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Extension of Credit that the conditions specified in Sections 7.02(bparagraphs (b), (c) and 7.02(c(d) above have been satisfied with respect theretosatisfied.

Conditions to All Extensions of Credit. The obligation of each the Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend issue any Letter of Credit is subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth and each other Loan Party contained in the Article V or any other Loan Documents (other thanDocument, after the Effective Dateor which are contained in any document furnished at any time under or in connection herewith or therewith, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing Loan or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date date, and (ii) to except that for purposes of this Section 4.02, the extent such representations and warranties are qualified by materiality, such representations contained in Sections 5.04(a) and warranties (b) shall be true deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and correct in all respects(b), respectively. (b) No Default shall exist, or would result from the making of such proposed Loan or issuance of such Letter of Credit or from the application of the proceeds thereof. (c) At the time of and immediately after giving effect to such Borrowing The Lender shall have received a Loan Notice or such issuance, amendment or extension of such Letter of Credit, Credit Documents (as applicable, no Default ) in accordance with the requirements hereof. (d) The Lender shall have occurred and be continuingreceived such other approvals, opinions or documents as the Lender may reasonably request. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase request for any Loan or the aggregate principal amount of the Loans issuance of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit (including any Revolving Loan pursuant to any applicable Sweep Agreement, which Revolving Loans may be made until the Borrower advises the Lender in writing that such Revolving Loans should not be made) submitted by the Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a) and 7.02(c(b) and, to the extent applicable to an Acquisition Loan, Section 4.03 have been satisfied with respect theretoon and as of the date of the applicable Loan or Letter of Credit.

Conditions to All Extensions of Credit. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: (a) The General Administrative Agent and the Applicable Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment amendment, renewal or extension of a Letter of Credit in accordance with under Section 4.01(b), as the case may be. (b) The Effective Date shall have occurred. (c) The representations and warranties of the each Borrower set forth in the Loan Documents (other than, after the Effective Date, than the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to any such Borrowing or such the date of issuance, amendment amendment, renewal or extension of such Letter of Credit, as applicable; provided that that, (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects. (cd) At the time of and immediately after giving effect to such Borrowing Borrowing, or such the issuance, amendment amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (e) In the case of a Borrowing by a Borrowing Subsidiary, the rate of interest applicable to such Borrowing under this Agreement (without giving effect to Section 12.23) shall not exceed the maximum rate permitted under applicable law. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment amendment, renewal or extension of each Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof that as to the conditions matters specified in Sections 7.02(bparagraphs (c) and 7.02(c(d) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit is Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Administrative Agent Borrower shall have delivered (A) in the case of any Loan, an appropriate Notice of Borrowing or (B) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 6 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancebe, amendment or extension of such Letter of Credit, as applicable; provided that (i) subject to the extent such representations and warranties expressly relate to an earlier datelimitations set forth therein, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materialitydate), such representations and warranties which shall be true and correct in all respects.material aspects as of such earlier date; (ciii) At There shall not have been commenced against the time Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iv) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (v) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase A) the sum of the aggregate principal amount of outstanding Loans plus LOC Obligations outstanding shall not exceed the Loans lesser of any Lender outstanding(I) the Committed Amount and (II) the issuanceBorrowing Base, amendment or extension and (B) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii), (iv) and 7.02(c(v) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Letter of Credit is Revolving Loan (including the initial Revolving Loans) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have received a Borrowing Request delivered in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.of any Revolving Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuance, amendment or extension the making of such Letter Revolving Loan (and the application of Creditthe proceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of outstanding Revolving Loans shall not exceed the Loans of any Lender outstanding) and the issuance, amendment or extension Revolving Committed Amount. The delivery of each Letter Notice of Credit Borrowing shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in the Loan Documents Article VI (other thanthan Sections 6.2 and 6.8) shall, after subject to the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Loans Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Sublimit. (e) In the case of any Lender outstanding) and the issuance, amendment or extension of each a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Issuing Lender would make it impracticable for such Letter of Credit to be deemed denominated in the relevant Alternative Currency. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each Lender the Lenders to make a Loan (but not Continue or Convert) Loans on the occasion of any Borrowing (other than each Borrowing, of each Swingline Bank to make a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), Swingline Loan and of the each LC Issuing Lenders Bank to issue, amend extend or extend any Letter increase the stated amount of Letters of Credit, including the first Extension of Credit (including the deemed issuance of the Existing Letters of Credit hereunder), is subject to the satisfaction of the following conditions: (a) The the Administrative Agent shall have received a Notice of Borrowing, Notice of Swingline Borrowing or Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b)for Issuance, as the case may be.applicable; (b) The all representations and warranties of the Borrower set forth contained in the Loan Documents Article IV (other than, after the Effective Date, than the representations and warranties set forth in Sections 6.05(b4.04 and 4.05(b) which shall only be made and 6.06(a)need only be true on the Closing Date) shall be true and correct in all material respects as if made on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension Extension of such Letter of Credit, as applicable; provided Credit (except that (i) with respect to the extent such representations any representation and warranties warranty that expressly relate relates to an earlier date, they in which case such representation and warranty shall be true and correct in all material respects as of such earlier date date, and (ii) with respect to the extent such representations any representation and warranties are warranty that is qualified by materialitymateriality or reference to Material Adverse Change, in which case such representations representation and warranties warranty shall be true and correct in all respects.respects as of such date (or earlier date, as applicable); (c) At the time of immediately prior to and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (d) immediately after such Extension of Credit, the Outstanding Credits will not exceed the aggregate Commitment. Each Borrowing The making of each Extension of Credit (other than any Conversion or Continuation of a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstandingLoan) and the issuance, amendment or extension of each Letter of Credit shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof of such Extension of Credit that the conditions specified in Sections 7.02(bparagraphs (b), (c) and 7.02(c(d) above have been satisfied with respect theretosatisfied.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Letter of Credit is Loan (including the initial Loans) hereunder are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1: (a) The Administrative Agent Borrower shall have received a Borrowing Request delivered in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion,; (b) The representations and warranties of the Borrower set forth in Section 5 shall be, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuance, amendment or extension the making of such Letter Loan (and the application of Creditthe proceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans of any Lender outstanding) and shall not exceed the issuance, amendment or extension Revolving Committed Amount. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 of the Credit Agreement: (ai) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (bj) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects on and as of such date (in the date case of and immediately after giving effect to such Borrowing any representation or such issuance, amendment warranty not qualified by materiality or extension of such Letter of Credit, as applicable; provided that Material Adverse Effect) (i) to the extent such representations and warranties except for those which expressly relate to an earlier date, they date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date and (ii) to in the extent such representations and warranties are case of any representation or warranty qualified by materiality, such representations and warranties materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all respects.respects as of such earlier date); (ck) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving pro forma effect to the making of such Borrowing Loan; and (l) Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. CHAR1\1351553v8 75 The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.3(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; (d) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed Amount, (ii) the sum of the aggregate principal amount of outstanding Sweep Plus Revolving Loans shall not exceed the Sweep Plus Revolving Committed Amount, and (iii) the sum of any Lender outstanding) and the issuance, amendment or extension aggregate principal amount of outstanding Non-Sweep Revolving Loans shall not exceed the Non-Sweep Revolving Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.3(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(b) subsections (b), (c), and 7.02(c) have been satisfied with respect thereto(d), above.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Revolving Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend or extend issue any Letter of Credit is (including the initial Revolving Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Borrowing Revolving Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the aggregate principal amount of outstanding Revolving Loans and LOC Obligations shall not exceed the Loans of any Lender outstandingRevolving Committed Amount, and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of each of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in accordance with Section 4.01(b), 4.01 shall have been met as of the case may be.Closing Date; (b) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties contained in Article V of this Agreement and the Loan other Credit Documents shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth in Sections 6.05(bthat contain a materiality qualification, be true and correct and (ii) with respect to representations and 6.06(a)) shall warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and immediately after giving effect to such Borrowing or such issuance, amendment or extension as of such Letter date except for any representation or warranty made as of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they which representation and warranty shall be remain true and correct in all material respects as of such earlier date date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01; and (i) Immediately following the making of such Extension of Credit the sum of the outstanding principal balance of the Revolving Obligations shall not exceed the Revolving Committed Amount and (ii) with respect to Term Loans, the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension amount of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter requested Extension of Credit and/or conversion of Revolving Commitments and/or Revolving Loans will not exceed the available aggregate Term Loan Commitments. The making of such Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Revolving Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), or Swingline Loan and of the Issuing Lenders Lender to issue, amend or extend issue any Letter of Credit is (including the initial Revolving Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Borrowing Revolving Loan or such issuance, amendment Swingline Loan (and the application of the proceeds thereof) or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount, (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans of any Lender outstanding) and shall not exceed the issuance, amendment or extension Swingline Committed Amount. The delivery of each Notice of Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of such of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Loan Notice and, with respect to the initial Extension of Credit, the conditions set forth in Section 4.01 shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting been met as of the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.Funding Date; (b) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties contained in Article V of this Agreement and the Loan other Credit Documents shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth in Sections 6.05(bthat contain a materiality qualification, be true and correct and (ii) with respect to representations and 6.06(a)) shall warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and immediately after giving effect to such Borrowing or such issuance, amendment or extension as of such Letter date except for any representation or warranty made as of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they which representation and warranty shall be remain true and correct in all material respects as of such earlier date date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01; (d) Immediately following the making of such Extension of Credit the sum of the outstanding principal balance of the Revolving Loans shall not exceed the lesser of (i) the Aggregate Committed Amount and (ii) to the extent Borrowing Base Amount for such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension date; The making of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Borrowers on the date thereof that as to the conditions facts specified in Sections 7.02(bclause (f)(iii) and 7.02(c) have been satisfied with respect thereto(for an Extension of Credit for an Acquisition Project).

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend extent any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.4(b), as the case may be. (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan, in the case of a request for a Revolving Loan, (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate outstanding principal amount of Swing Line Loans of any Lender outstandingplus the LOC Obligations shall not exceed the Revolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.4(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation On the date of each Lender to make a Loan Borrowing and on the occasion date of any Borrowing (other than each issuance, amendment, extension or renewal of a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter of Credit is subject to (in each case, unless waived by the satisfaction of the following conditions:Required Lenders): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Notice of Borrowing as required by Section 2.3 or, in the case of the issuance of a Letter of Credit, the applicable Letter of Credit Issuer and the Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension issuance of a such Letter of Credit in accordance with as required by Section 4.01(b), as the case may be3. (b) The representations and warranties of the Borrower set forth in the Loan Credit Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension stated amount of such Letter of Credit), as applicable; provided that , with the same effect as though made on and as of such date, except (i) to the extent such representations and warranties expressly relate to an earlier date, they date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and date) or (ii) to the extent such representations and warranties are qualified by materialityor subject to a “material adverse effect” or similar term or qualification, in which case such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any Borrowing of U.S. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the Availability Conditions shall be satisfied and (ii) any Borrowing of U.K. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall be satisfied. Each such Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the each issuance, amendment amendment, extension or extension renewal of each a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Credit Parties on the date thereof that of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the conditions applicable matters specified in Sections 7.02(bparagraphs (b), (c) and 7.02(c(d) have been satisfied with respect theretoof this Section 6.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Letter of Credit is Loan (including the initial Loans) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1: (a) The Administrative Agent Borrower shall have received a delivered, in the case of any Revolving Loan, an appropriate Notice of Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension Notice of a Letter of Credit in accordance with Section 4.01(b)Extension/Conversion, as the case may be.applicable; (b) The representations and warranties of the Borrower set forth in Section 5 shall be, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuance, amendment or extension the making of such Letter Loan (and the application of Creditthe proceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans of any Lender outstanding) and shall not exceed the issuance, amendment or extension Revolving Committed Amount. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely Revolving Loans pursuant to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstandingSections 2.2(c) and 2.3(b), ) and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered in the case of any Revolving Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstanding) and the issuance, amendment or extension Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (e) above as of the date thereof that of the conditions specified in Sections 7.02(b) and 7.02(c) have been satisfied with respect theretoproposed borrowing or issuance, as the case may be.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend extent any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.4(b), as the case may be. (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan, in the case of a request for a Revolving Loan, (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations shall not exceed the lesser of any Lender outstanding(A) the Revolving Committed Amount and (B) the issuance, amendment or extension Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.4(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of such of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and the conditions set forth in accordance with Section 4.01(b), 4.01 for the initial Extension of Credit shall have been met as of the case may be.Closing Date; CHAR1\1461780v16 (b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties made in or pursuant to this Agreement and the Loan other Credit Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent such representations that any representation and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are warranty is qualified by materiality, in which case such representations representation and warranties warranty shall be true and correct in all respects. (c) At as of the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension date of such Letter Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as applicableof such earlier date; (d) Immediately following the making of such Extension of Credit the Outstanding Amount of the Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount; (e) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, no Default 2016, the Administrative Agent shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount received an Unencumbered Property Certificate as of the Loans date of each such Extension of Credit made or requested hereunder (which may include acquisitions occurring simultaneous with such Extension of Credit as of such date), substantially in the form of Exhibit C, duly completed and executed by a Responsible Officer of the Borrower; (f) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, 2016, the Administrative Agent shall have received a Compliance Certificate, substantially in the form of Exhibit D, signed by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the most recently delivered financial statements and taking into account (X) any Extension of Credit made or requested hereunder as of such date and (Y) any acquisitions occurring during such current fiscal quarter, including, without limitation any acquisition to occur simultaneous with such Extension of Credit as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (e) of Section 4.01); (g) With respect to the initial Extension of Credit and with respect to any Extension of Credit prior to December 31, 2016, to the extent such Extension of Credit is to be used by the Borrower to simultaneously acquire Real Property Assets, the Borrower shall provide such information regarding such acquisition as the Administrative Agent or any Lender outstanding(through the Administrative Agent) may from time to time reasonably request, including without limitation, (i) a copy of the applicable purchase/sale agreements and (ii) closing and settlement statements, disbursement agreements and escrow agreements, in each case with a title company reasonably acceptable to the issuance, amendment or extension of each Letter Administrative Agent. It being understood and agreed that disbursement agreements and escrow agreements that reasonably relate to an Extension of Credit hereunder, shall be CHAR1\1461780v16 reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, neither the Administrative Agent nor any Lender shall have the right to approve or disapprove of an acquisition of Real Property Assets in connection with an Extension of Credit or otherwise. The making of such Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of each of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and the conditions set forth in accordance with Section 4.01(b), 4.01 for the initial Extension of Credit shall have been met as of the case may be.Closing Date; (b) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties made in or pursuant to this Credit Agreement and the Loan other Credit Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent such representations that any representation and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are warranty is qualified by materiality, in which case such representations representation and warranties warranty shall be true and correct in all respects. (c) At as of the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension date of such Letter Extension of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely those representations and warranties which expressly relate to refinance outstanding Borrowings an earlier date, in which case, they were true and correct in all material respects (except to the extent that does any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; and (d) (i) Immediately following the making of such Extension of Credit the Outstanding Amount of the Revolving Obligations shall not increase exceed the Aggregate Revolving Commitments and (ii) with respect to Term Loans, the amount of such requested Extension of Credit shall not exceed the aggregate principal amount available Term Loan Commitments. The making of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter such Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section 4.02.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension of each Letter of Credit LOC Obligations shall be deemed to constitute a representation and warranty by not exceed the Borrower on the date thereof that the conditions specified in Sections 7.02(b) and 7.02(c) have been satisfied with respect theretoLOC Committed Amount.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding)make, and of the Issuing Lenders to issue, amend convert or extend any Letter of Credit is Loan (including the initial Loans) hereunder are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1: (a) The Administrative Agent Borrower shall have received a delivered to the Administrative Agent, an appropriate Notice of Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension Notice of a Letter of Credit in accordance with Section 4.01(b), as the case may be.Extension/Conversion; (b) The representations and warranties of the Borrower set forth in the Loan Documents Article V (other thanthan Section 5.1(b) and Section 5.17) shall be, after subject to the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be therein, true and correct in all material respects on and as of the such date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties except for those which expressly relate to an earlier date, they which shall be remain true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuance, amendment or extension the making of such Letter Loan (and the application of Creditthe proceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans of any Lender outstanding) and shall not exceed the issuance, amendment or extension Revolving Committed Amount. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date.

Conditions to All Extensions of Credit. The obligation obligations of each -------------------------------------- Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit is Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Administrative Agent Borrower shall have delivered (A) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (B) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 6 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancebe, amendment or extension of such Letter of Credit, as applicable; provided that (i) subject to the extent such representations and warranties expressly relate to an earlier datelimitations set forth therein, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (ciii) At There shall not have been commenced against the time Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iv) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (v) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase A) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount ---- of outstanding Swingline Loans of any Lender outstandingplus LOC Obligations outstanding shall ---- not exceed the Revolving Committed Amount, and (B) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii), (iv) and 7.02(c(v) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of such of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in accordance with Section 4.01(b), 4.01 shall have been met as of the case may be.Closing Date; (b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties contained in Article V of this Agreement and the Loan other Credit Documents shall (other than, after the Effective Date, the i) with respect to representations and warranties set forth in Sections 6.05(bthat contain a materiality qualification, be true and correct and (ii) with respect to representations and 6.06(a)) shall warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and immediately after giving effect to such Borrowing or such issuance, amendment or extension as of such Letter date except for any representation or warranty made as of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they which representation and warranty shall be remain true and correct in all material respects as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01; and (d) Immediately following the making of such Extension of Credit (i) the sum of the outstanding principal balance of the Revolving Obligations shall not exceed the Aggregate Committed Amount for such date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties sum of the outstanding principal balance of the Total Outstandings shall be true and correct in all respects. (c) At not exceed the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension Aggregate Commitments. The making of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Borrowers on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against the time Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The In addition to any applicable conditions precedent set forth elsewhere in this Section 4 or in Section 2, the obligation of each Lender to make a Loan on the occasion honor any Request for Extension of any Borrowing (Credit other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend Conversion or extend any Letter of Credit Continuation is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth contained in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 5 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date; (b) no Default or Event of Default exists, they shall be true and correct in all material respects as or would result from such proposed Extension of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.Credit; (c) At Administrative Agent shall have timely received a Request for Extension of Credit by Requisite Notice by the time Requisite Time therefor; and (d) Administrative Agent shall have received the certificate required by Section 6.02(b) of this Agreement for the calendar month immediately preceding the date of the Request for Extension of Credit (or, in the case of a Request for Extension of Credit made during the first ten Business Days of a month, Administrative Agent shall have received such certificate for the second calendar month preceding the date of the Request for Extension of Credit), and immediately after giving effect to such Borrowing certificate shall have certified that Borrower and its Subsidiaries on a consolidated basis held unrestricted cash (and cash equivalents) of $100,000,000 or such issuance, amendment or extension more as of the last day of such Letter month. (e) The sum of Credit, as applicable, no Default the Outstanding Obligations plus the advances requested pursuant to the Request for Extension of Credit shall not exceed the Availability Limit in accordance with the most recent financial statements delivered by Borrower pursuant to Sections 6.01(a) and (b) of this Agreement. (f) Administrative Agent shall have occurred received, in form and be continuingsubstance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent or Requisite Lenders reasonably may require. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Request for Extension of Credit by Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a) and 7.02(c(b) have been satisfied with respect theretoon and as of the date of such Extension of Credit.

Conditions to All Extensions of Credit. The obligation of each Lender to make a Loan on the occasion of honor any Request for Borrowing (other than a Borrowing made solely Revolving Loan Notice requesting only a conversion of Revolving Loans to refinance outstanding Borrowings that does not increase another Type, or a continuation of Eurodollar Loans) and the aggregate principal amount of the Loans of any Lender outstanding), and obligation of the Issuing Lenders Bank to issue, issue a Letter of Credit (or to amend or extend any Letter of Credit if the effect of such amendment or extension is to increase the Stated Amount of such Letter of Credit) are subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth contained in the Article V and any other Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Document shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuanceBorrowing, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respectsdate. (cb) At the time of and immediately after giving effect to No Default shall exist, or would result from such Borrowing or such proposed Borrowing, issuance, amendment or extension of such a Letter of Credit, as the case may be, or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, no Default the Swingline Lender shall have occurred and be continuingreceived a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Borrowing made solely Revolving Loan Notice requesting only a conversion of Revolving Loans to refinance outstanding Borrowings that does not increase the aggregate principal amount another Type or a continuation of the Loans of any Lender outstandingEurodollar Loans) and each request for the issuance, issuance of a Letter of Credit (or for the amendment or extension of each any Letter of Credit if the effect of such amendment or extension is to increase the Stated Amount of such Letter of Credit) submitted by the Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.03(a) and 7.02(c4.03(b) have been satisfied with respect theretoon and as of the date of the applicable Borrowing or Letter of Credit issuance, amendment or extension.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit is Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Administrative Agent Borrower shall have delivered (A) in the case of any Loan, an appropriate Notice of Borrowing or (B) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 6 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancebe, amendment or extension of such Letter of Credit, as applicable; provided that (i) subject to the extent such representations and warranties expressly relate to an earlier datelimitations set forth therein, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materialitydate, such representations and warranties which shall be true and correct in all respects.material aspects as of such earlier date); (ciii) At There shall not have been commenced against the time Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iv) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (v) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase A) the sum of the aggregate principal amount of outstanding Loans plus LOC Obligations outstanding shall not exceed the Loans lesser of any Lender outstanding(I) the Committed Amount and (II) the issuanceBorrowing Base, amendment or extension and (B) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii), (iv) and 7.02(c(v) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The In addition to any applicable conditions precedent set forth elsewhere in this Section 4 or in Section 2, the obligation of each Lender to make a Loan on the occasion honor any Request for Extension of any Borrowing (Credit other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend Conversion or extend any Letter of Credit Continuation is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth contained in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 5 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date; (b) no Default or Event of Default exists, they shall be true and correct in all material respects as or would result from such proposed Extension of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.Credit; (c) At Lender shall have timely received a Request for Extension of Credit by Requisite Notice by the time Requisite Time therefor; (d) Lender shall have received the certificate required by Section 6.02(b) of and this Agreement for the calendar month immediately after giving effect to preceding the date of the Request for Extension of Credit (or, in the case of a Request for Extension of Credit made during the first ten (10) Business Days of a month, Lender shall have received such Borrowing or such issuance, amendment or extension certificate for the second calendar month preceding the date of such Letter the Request for Extension of Credit), and such certificate shall have certified that Borrower and its Subsidiaries on a consolidated basis held unrestricted cash (and cash equivalents) of, as applicable: (i) for the quarter ending September 30, no Default 2004, $10,000,000 or more as of the last day of such quarter; or (ii) for each subsequent quarter after September 30, 2004, $20,000,000 or more as of the last day of each such quarter; (e) Lender shall have occurred received, in form and be continuing. substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Lender reasonably may require; and Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Request for Extension of Credit by Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a) and 7.02(c(b) have been satisfied with respect theretoon and as of the date of such Extension of Credit.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the applicable Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 of the Credit Agreement: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall therein, be true and correct in all material respects on and as of the such date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties except for those which expressly relate to an earlier date, they date which shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving pro forma effect to the making of such Borrowing Loan; and (d) Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Loans of any Lender outstandingRevolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each Lender to make a Loan on Loans to the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter of Credit Borrower hereunder is subject in each case to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent the Closing Date shall have received a Borrowing Request in accordance occurred or will occur simultaneously with Section 2.03 or a notice requesting the issuance, amendment or extension making of a Letter of Credit in accordance with Section 4.01(b), as the case may besuch Loans. (b) The representations and warranties of the Borrower set forth in and any Subsidiary or Affiliate of the Borrower that is a party to any Loan Documents (Document made herein or any other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Loan Document shall be true and correct in all material respects on and as of the borrowing date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent except where such representations and warranties expressly relate to an earlier date, they in which case such representations and warranties shall be have been true and correct in all material respects as of such earlier date date); provided, that, any representation and (ii) warranty that is qualified as to the extent such representations and warranties are qualified by “materiality, such representations and warranties ,” “Material Adverse Effect” or similar language shall be true and correct in all respectsrespects on such respective dates. (c) At No Default or Event of Default shall exist, or would result from the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension making of such Letter Loan to Borrower or from the application of Creditthe proceeds therefrom. (d) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Borrowing Notice and/or Swing Line Loan Notice, as applicable, no Default in accordance with the requirements hereof. (e) Each Lender that has requested a Term Note, New Loan Note or Swing Line Note at least two Business Days in advance of the borrowing date shall have occurred and be continuing. received such Note executed by the Borrower in favor of such Lender, evidencing such Lender’s Loan or Loans; Each Borrowing Notice or Swing Line Loan Notice, as applicable, (other than a Borrowing made solely Notice requesting only a conversion of Loans to refinance outstanding Borrowings that does not increase the aggregate principal amount other Type or a continuation of Eurodollar Loans) submitted by the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter of Credit Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a), (b) and 7.02(c(c) have been satisfied with respect theretoon and as of the applicable borrowing date.

Conditions to All Extensions of Credit. The In addition to any applicable conditions precedent set forth elsewhere in this Section 4 or in Section 2, the obligation of each Lender to make a Loan on the occasion honor any Request for Extension of any Borrowing (Credit other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend Conversion or extend any Letter of Credit Continuation is subject to the satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be. (b) The representations and warranties of the Borrower set forth contained in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Section 5 shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter Extension of Credit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date; (b) no Default or Event of Default exists, they shall be true and correct in all material respects as or would result from such proposed Extension of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.Credit; (c) At Administrative Agent shall have timely received a Request for Extension of Credit by Requisite Notice by the time Requisite Time therefor; and (d) Administrative Agent shall have received the certificate required by Section 6.02(b) of this Agreement for the calendar month immediately preceding the date of the Request for Extension of Credit (or, in the case of a Request for Extension of Credit made during the first ten Business Days of a month, Administrative Agent shall have received such certificate for the second calendar month preceding the date of the Request for Extension of Credit), and immediately after giving effect to such Borrowing certificate shall have certified that Borrower and its Subsidiaries on a consolidated basis held unrestricted cash (and cash equivalents) of $50,000,000 or such issuance, amendment or extension more as of the last day of such Letter month. (e) The sum of Credit, as applicable, no Default the Outstanding Obligations plus the advances requested pursuant to the Request for Extension of Credit shall not exceed the Availability Limit in accordance with the most recent financial statements delivered by Borrower pursuant to Sections 6.01(a) and (b) of this Agreement. (f) Administrative Agent shall have occurred received, in form and be continuingsubstance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent or Requisite Lenders reasonably may require. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the issuance, amendment or extension of each Letter Request for Extension of Credit by Borrower shall be deemed to constitute be a representation and warranty by the Borrower on the date thereof that the conditions specified in Sections 7.02(b4.02(a) and 7.02(c(b) have been satisfied with respect theretoon and as of the date of such Extension of Credit.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend extent any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, or any portion of the New Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.4(b), as the case may be. (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At the time No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (d) Immediately after giving effect to the making of such Borrowing Loan, in the case of a request for a Revolving Loan, (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate outstanding principal amount of Swing Line Loans of any Lender outstandingplus the LOC Obligations shall not exceed the Revolving Committed Amount and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.4(b) shall be deemed to constitute a representation and warranty by the Borrower on Credit Parties of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make any Loan (including the initial Loans), convert any existing Loan into a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend another Type or extend any Letter existing Loan into a subsequent Interest Period are subject, in addition to satisfaction on the Effective Date of Credit the conditions set forth in Section 4.1, to satisfaction on the date such Loan is subject made, converted or extended, as applicable, to the satisfaction of the following conditions: (a) The Administrative Agent Borrower shall have received a Borrowing Request delivered in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b), as the case may be.of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion; (b) The representations and warranties of the Borrower set forth in the Loan Documents Section 5 shall be true and correct in all material respects as of such date (other thanexcept for those which expressly relate to an earlier date, after the Effective Date, the in which case such representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of such earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the date appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and immediately be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (e) Immediately after giving effect to such Borrowing or such issuancethe making, amendment conversion or extension of such Letter Loan (and the application of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects. (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Creditproceeds thereof), as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of outstanding Revolving Loans shall not exceed the Loans of any Lender outstanding) and the issuance, amendment or extension limitations applicable thereto set forth in Section 2. The delivery of each Letter Notice of Credit Borrowing and each Notice of Extension/Conversion shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c), (d) and 7.02(c(e) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of each of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and the conditions set forth in accordance with Section 4.01(b), 4.01 for the initial Extension of Credit shall have been met as of the case may be.Closing Date; (b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties made in or pursuant to this Agreement and the Loan other Credit Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent such representations that any representation and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are warranty is qualified by materiality, in which case such representations representation and warranties warranty shall be true and correct in all respects. (c) At as of the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension date of such Letter Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as applicableof such earlier date; (i) Immediately following the making of such Extension of Credit the Outstanding Amount of the Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) with respect to Term Loans, no Default the amount of such requested Extension of Credit shall not exceed the aggregate available Term Loan Commitments; and (e) In the case of an Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the aggregate principal amount reasonable opinion of the Loans Administrative Agent, the Required Revolving Lenders (in the case of any Lender outstandingRevolving Loans to be denominated in an Alternative Currency), the Required Term Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) and or the issuance, amendment or extension L/C Issuer (in the case of each any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Extension of Credit to be denominated in the relevant Alternative Currency. The making of such Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation of each any Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter Extension of Credit hereunder is subject to the satisfaction of such of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall have received a Borrowing receive the applicable Request in accordance with Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter for Extension of Credit and the conditions set forth in accordance with Section 4.01(b), 4.01 for the initial Extension of Credit shall have been met as of the case may be.Closing Date; (b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The representations and warranties of the Borrower set forth Credit Parties made in or pursuant to this Agreement and the Loan other Credit Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable; provided that (i) except to the extent such representations that any representation and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are warranty is qualified by materiality, in which case such representations representation and warranties warranty shall be true and correct in all respects. (c) At as of the time of and immediately after giving effect to such Borrowing or such issuance, amendment or extension date of such Letter Extension of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely those representations and warranties which expressly relate to refinance outstanding Borrowings an earlier date, in which case, they were true and correct in all material respects (except to the extent that does not increase any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; and (d) Immediately following the aggregate principal amount making of such Extension of Credit, (i) the Outstanding Amount of the Loans Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) the Outstanding Amount of any Lender outstanding) and the issuance, amendment or extension Term Loan Obligations shall not exceed the Aggregate Term Loan Committed Amount. The making of each Letter such Extension of Credit hereunder shall be deemed to constitute be a representation and warranty by the Borrower Credit Parties on the date thereof that as to the conditions facts specified in Sections 7.02(bclauses (b), (c), and (d) and 7.02(c) have been satisfied with respect theretoof this Section.

Conditions to All Extensions of Credit. The obligation On the date of each Lender to make a Loan Borrowing and on the occasion date of any Borrowing (other than each issuance, amendment, extension or renewal of a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend or extend any Letter of Credit is subject to the satisfaction of the following conditionsCredit: (a) The Administrative Agent shall have received received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with Section 2.03 2.03(b) or the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment or extension issuance of a such Letter of Credit in accordance with as required by Section 4.01(b2.054(b), as the case may be. (b) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension stated amount of such Letter of Credit), as applicable; provided that (i) , with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, they date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respectsdate). (c) At the time of and immediately after giving effect to such Borrowing or such issuance, amendment amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any such Borrowing or issuanceBorrowing of U.S. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the Availability Conditions shall be satisfied and (ii) any Borrowing of U.K. Loans or the issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of aany Letter of Credit, for the ABL Facility Credit Exposure shall not exceed the Loan Capaccount of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall be satisfied. Each such Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding) and the each issuance, amendment amendment, extension or extension renewal of each a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower BorrowerLoan Parties on the date thereof that of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the conditions matters specified in Sections 7.02(bparagraphs (b) and, (c) and 7.02(c(d) have been satisfied with respect theretoof this Section 4.02.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a make, convert or extend any Loan on the occasion of any Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders Lender to issue, amend issue or extend any Letter of Credit is (including the initial Loans and the initial Letter of Credit) are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (a) The Administrative Agent Borrower shall have delivered (i) in the case of any Revolving Loan, any Acquisition Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received a Borrowing Request an appropriate request for issuance in accordance with the provisions of Section 2.03 or a notice requesting the issuance, amendment or extension of a Letter of Credit in accordance with Section 4.01(b2.2(b), as the case may be.; (b) The representations and warranties of the Borrower set forth in Section 6 shall, subject to the Loan Documents (other than, after the Effective Date, the representations and warranties limitations set forth in Sections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuancetherein, amendment or extension of such Letter of Credit, as applicable; provided that (i) to the extent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date and (ii) to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be true and correct in all respects.date); (c) At There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the time appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and immediately such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; and (d) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment or extension to the issuance of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase i) the sum of the aggregate principal amount of outstanding Revolving Loans PLUS LOC Obligations outstanding shall not exceed the Loans of any Lender outstandingRevolving Committed Amount, and (ii) and the issuance, amendment or extension LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall be deemed to constitute a representation and warranty by the Borrower on of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (b), (c) and 7.02(c(d) have been satisfied with respect theretoabove.

Conditions to All Extensions of Credit. The obligation obligations of each Lender to make a any Loan on the occasion and of any Borrowing (other than a Borrowing made solely U.S. Issuing Lender to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lenders to issue, amend issue or extend any Letter U.S. Letters of Credit is are subject to the satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Administrative Agent relevant Borrower shall have received a properly delivered (A) in the case of any Loan, an appropriate Notice of Borrowing Request or Notice of Extension/Conversion, (B) in the case of any U.S. Letter of Credit, an appropriate request for issuance or extension in accordance with the provisions of Section 2.03 2.2(b) or (C) in the case of Foreign Swingline Loans, a notice requesting the issuance, amendment or extension of a Letter of Credit borrowing request in accordance with Section 4.01(b), as the case may be.borrowing procedures agreed to by the applicable Borrower and the applicable Foreign Swingline Lender; (bii) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Sections 6.05(b) and 6.06(a)) Article VI shall be be, subject to the limitations set forth therein, true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, amendment or extension of such Letter of Creditcredit, as applicable; provided that (i) except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) date, unless the failure to the extent such representations and warranties are qualified by materiality, such representations and warranties shall be so true and correct in all respects.would not reasonably be expected to have a Material Adverse Effect; (ciii) At the time No Default or Event of Default shall exist and immediately be continuing either prior to or after giving effect thereto; and (iv) Immediately after giving effect to the making of such Borrowing Loan (and the application of the proceeds thereof) or such issuance, amendment the issuance or extension of such U.S. Letter of Credit as the case may be, (A) in the case of U.S. Revolving Loans, U.S. Swingline Loans and U.S. Letters of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the sum of the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not exceed the U.S. Revolving Committed Amount, (B) in the case of any Lender outstandingU.S. Letters of Credit, the U.S. LOC Obligations outstanding shall not exceed the U.S. LOC Sublimit, (C) in the case of U.S. Swingline Loans, the aggregate principal amount of outstanding U.S. Swingline Loans shall not exceed the U.S. Swingline Sublimit, (D) in the case of Foreign Currency Loans, the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Foreign Currency Loans shall not exceed the Foreign Currency Committed Amount and (E) in the issuancecase of Foreign Swingline Loans, amendment the U.S. Dollar Equivalent of the aggregate principal amount of outstanding Foreign Swingline Loans shall not exceed the applicable Foreign Swingline Commitment. The delivery of each Notice of Borrowing, each request for a U.S. Swingline Loan, each request for the issuance or extension of each a U.S. Letter of Credit pursuant to Section 2.2(b) and each request for a Foreign Swingline Loan, shall be deemed to constitute a representation and warranty by the Borrower on Borrowers of the date thereof that correctness of the conditions matters specified in Sections 7.02(bsubsections (ii), (iii) and 7.02(cand, to the best of the applicable Borrower’s knowledge based on then available exchange rate information in the case of any representation in subsection (iv) have been satisfied with respect theretoabove involving Foreign Currencies, (iv) above.