Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that any such representations and warranties specifically refer are expressly limited to an earlier datedate (including the Revolving Effective Date), they in which case, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as materiality, the accuracy in all respects of such representations and warranties) as of such specified earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is continuing. (c) The Administrative Agent shall have received, as applicable, each a Borrowing (provided that Request in accordance with Section 2.05, a conversion request for a Swingline Loan pursuant to Section 2.03 or a continuation request for a Letter of a Credit pursuant to Section 2.06. Each Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan (including, on the occasion of any BorrowingEffective Date, the Initial Term Loans), and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth (i) in the case of an Incremental Term Loan Documents made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Borrowing Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.; (b) At in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than an Incremental Term Loan made in connection with a Commitment Increase under the Term Commitments in connection with a Specified Purchase), at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing; (c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or would result therefrom(ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.05(l), or payment of other Indebtedness that is included in the Covered Debt Amount; and (d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or but not a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Sectionor conversion thereof) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Company set forth in the Loan Documents this Agreement shall be true and correct (i) in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, and at such times as the Collateral and Guarantee Requirement is required to be satisfied, the representations and warranties of the Loan Parties as set forth in the Collateral Agreements shall be true and correct (i) in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided that, applicable (except to the extent that any such representations and warranties specifically refer representation or warranty expressly relates to an earlier datea specified date or dates, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” specified date or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may bedates). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) [reserved]. (d) At the time of such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment or extension of such Letter of Credit, as applicable, each the Borrowing (provided that a conversion or a continuation Base Certificate most recently delivered by the Company pursuant to Section 5.01(a)(iii) shall have been accurate in all material respects as of a the date of such Borrowing shall not constitute a “Borrowing” for purposes of this Section) Base Certificate. Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, (i) no Default or Event of Default shall have occurred and be continuing continuing, and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing or would result therefrom. To the extent this Section 4.02 is applicableissuance, each Borrowing amendment, renewal or extension of any Letter of Credit, Availability shall not be less than zero. (provided that a conversion or a continuation d) Solely after the occurrence and during the continuance of a Fixed Charge Trigger Event, the Borrower shall have demonstrated to the Administrative Agent that the Fixed Charge Trigger Event Borrowing Conditions shall not constitute a “Borrowing” for purposes be satisfied with respect to such Borrowing or the issuance, amendment, renewal or extension of this Section) such Letter of Credit. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) and, if applicable, paragraph (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding but excluding any conversion or continuation of Loans pursuant to Section 2.04), and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent this Section 4.02 is applicableany such representations and warranties are limited by materiality, each in which case, they shall be true and correct in all respects) on and as of the date of such Borrowing (provided that a conversion or a continuation the date of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representations and warranties are limited by materiality, in which case, they shall be true and correct in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Excess Cash exists. Each request for a Borrowing (other than a conversion or continuation of Loans) and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses Section 6.02(a), (a) b), and (b) of this Sectiond).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may bebe (in each case, unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. . (c) To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Holdings and each Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amendamend to increase the amount thereof, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The With respect to any Borrowing or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit after the Closing Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At With respect to any Borrowing or the issuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit after the Closing Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing. To On the extent this Section 4.02 is applicable, each date of any Borrowing (provided that a other than any conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Sectionany Loan) and each or the issuance, amendmentamendment to increase the amount thereof, renewal, increase renewal or extension of a any Letter of Credit Credit, in each case after the Closing Date, the Company and each Borrowing Subsidiary shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection 4.03 have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, (provided that any representation and or warranty that is qualified as to “materiality,” “by materiality or Material Adverse Effect” or similar language Effect shall be true and correct in all respects (giving effect to any such qualificationsrespects) on the date as of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing or would result therefromthe issuance of any Letter of Credit, Availability shall not be less than zero. To the extent this Section 4.02 is applicable, The request for and acceptance of each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (but not a conversion or continuation of Loans), and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, Credit (including the initial Loans made on the Closing Date) is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may beapplicable; provided that, to the extent that such representations (i) where any representation and warranties specifically refer to an warranty is expressly made as of a specific earlier date, they such representation and warranty shall be true and correct in all material respects as of any such earlier date; provided, further, that date and (ii) if any representation and warranty that is qualified as by or subject to a “materiality,” material adverse effect”, “Material Adverse Effectmaterial adverse change” or similar language term or qualification, such representation and warranty shall be true and correct as written; and provided further that during any Collateral/Covenant Suspension Period the representations and warranties set forth in all respects (giving effect Sections 3.04(b) and 3.06 shall not be required to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.be made; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing; and (c) The Borrower shall have provided any required notice of such Borrowing or would result therefromissuance, amendment, renewal or extension pursuant to Section 2.03, 2.04 or 2.05, as applicable. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this SectionSection 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. On the date of any Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any New Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of each the Issuing Bank Lender to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a1) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (subject to updates as approved by the Administrative Agent) on and as of the date of such New Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable (or, if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.); (b2) At the time of and immediately after giving effect to such a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Potential Default or Event of Default shall have occurred and be continuing; and (3) At the time of each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such New Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent. (provided that a conversion or a continuation of a 4) Each New Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted AmendmentCredit and the Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation date of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the matters specified in clauses Section 6.02(a) through (a) and (b) of this Sectionc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. (c) The representations and warranties of each Loan Party the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that any such representations and warranties specifically refer (i) are expressly limited to an earlier date, they in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provideddate or (ii) are already qualified by materiality, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” Effect or a similar language qualification, in which case, such representations and warranties shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects. (bd) At the time of and immediately after giving effect to such Borrowing and any application of the proceeds thereof on or around the date of such requested Borrowing, but in any event not to exceed two Business Days after such date, the Credit Parties shall not have any Excess Cash. (e) The making of such Loan or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion would not conflict with, or a continuation cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each any Loan, the issuance, amendment, renewal, increase extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document. (f) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. (g) Solely with respect to the initial Borrowing hereunder, the satisfaction of the post-closing obligation of the Borrower set forth in Section 8.21(c). Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses Section 6.02(a) through (a) and (b) of this Sectione).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations At the time of and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, to the extent that such representations no Default or Event of Default shall have occurred and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may becontinuing. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default Material Adverse Effect shall have occurred since Effective Date. (c) Each of the representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be continuing true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) on and as of the date of such Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation date of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (d) After giving pro forma effect to such Borrowing and the anticipated use of proceeds thereof within three Business Days, the Consolidated Cash Balance as of such time shall not exceed $70,000,000. (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses Section 6.02(a) through (a) and (b) of this Sectiond).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing or would result therefrom. To the extent this Section 4.02 is applicableissuance, each Borrowing (provided that a conversion amendment, renewal or a continuation extension of a Borrowing any Letter of Credit, Availability shall not constitute a “be less than zero. (d) The Consolidated Cash Balance on and as of the date of such Borrowing” for purposes , Swingline Borrowing or the date of this Section) the issuance, amendment, renewal or extension of such Letter of Credit does not exceed 35% of the Aggregate Revolving Commitment, before and after giving effect to such Borrowing, Swingline Borrowing or to the issuance, amendment, renewal or extension of such Letter of Credit and to the application of the proceeds therefrom on or around such date, but in any event, not to exceed two Business Days after such date. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b), (c) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all respects with respect to representations and warranties containing qualifications as to materiality, and true and correct in all material respects with respect to representations and warranties without qualifications as to materiality, on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer 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; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing. (c) All conditions under the 2007 Indenture required thereunder for the extension of such Borrowing to the Borrower have been satisfied in full. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and through (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than Borrowings pursuant to Sections 2.20 and 2.21), and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendmenton the Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may bebe (in each case, unless such date is the Effective Date); provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may bebe (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing. (c) Each Borrowing other than on the extent this Section 4.02 is applicable, each Borrowing Effective Date (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Section.

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects (except to the extent such representation is qualified by material, material adverse effect or like terms, then in such cases, true and correct in all respects) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing or would result therefrom. To the extent this Section 4.02 is applicableissuance, each Borrowing (provided that a conversion amendment, renewal or a continuation extension of a Borrowing any Letter of Credit, Availability shall not constitute a “Borrowing” for purposes of this Section) be less than zero. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the each Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.; (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing; and (c) either (i) the extent this Section 4.02 is applicablesum of the Covered Debt Amount plus the Net Revolving Exposure (each, each Borrowing (provided that a conversion or a continuation after giving effect to such extension of a Borrowing credit) shall not constitute a “Borrowing” for purposes exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the sum of this Sectionthe Covered Debt Amount plus the Net Revolving Exposure (each, after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time. Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan to any Borrower on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with Credit at the request of any Incremental Facility, Loan Modification Offer or Permitted AmendmentBorrower, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party such Borrower set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default related to the applicable Borrower shall have occurred and be continuing or would result therefromcontinuing. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section, as applicable.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects respects, in each case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (other than with respect to the extent any representation and warranty that such representations and warranties specifically refer expressly 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; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) After giving effect to any such requested Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, renewal or extension of such Letter of Credit, as applicable, each occurring during the five (5) Business Day period immediately preceding the Revolving Maturity Date for the 2011 Revolving Commitments, the Borrower would not be required by Section 2.10(b) to prepay or cause to be prepaid Revolving Loans and/or cash collateralize or cause to be cash collateralized the LC Reimbursement Obligations. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) (and, if applicable, paragraph (c)) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank Bank(s) to issue, amend, renew, increase issue Letters of Credit or extend amend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted AmendmentCredit to increase the amount thereof, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or any such issuance or amendment of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of each Loan Party the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) on and as of the date of such Borrowing or the date of any such issuance or amendment of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, to the extent that such representations and warranties specifically refer shall continue to an earlier date, they shall be true and correct in all material respects as of (unless already qualified by materiality, in which case, such earlier date; provided, further, that any applicable representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualificationscorrect) on the date as of such credit extension or on such specified earlier date, as the case may be. (bc) At the time of and immediately after After giving pro forma effect to the making of each Loan, including the use of proceeds thereof, the Borrower and its Restricted Subsidiaries shall not have any Excess Cash. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or any such amendment to increase the amount of a Letter of Credit) in accordance with Section 2.09(b), as applicable. Each request for any such Borrowing or for the issuance, amendment, renewal, increase or extension issuance of such any Letter of Credit, as Credit or for any amendment to increase the case may be), no Default or Event amount of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (aSection 6.02(a) and (b) of this Sectionthrough Section 6.02(c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers and each other Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.applicable; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewalrenewal or extension of such Letter of Credit, increase as applicable, no Default shall have occurred and be continuing; (c) at the time of making and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures of any Class shall not exceed the total Commitments for such Class; and (d) Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Borrowing Request or a notice requesting the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To in each case, in accordance with the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes requirements of this Section) Agreement. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses (a) and , (b) and (c) of this SectionSection .

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing. To On the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation date of the making of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each Loan or the issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, the Company and each Subsidiary Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Loan, or such issuance, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01 or Section 2.05(b).

Each Credit Event. The obligation of each the Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Borrowing or would result therefrom. To the extent this Section 4.02 is applicableissuance, each Borrowing (provided that a conversion amendment, renewal or a continuation extension of a Borrowing any Letter of Credit, Availability shall not constitute be less than zero. (d) No event shall have occurred and no condition shall exist which has or could be reasonably expected to have a “Borrowing” for purposes of this Section) Material Adverse Effect. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b), (c) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and of the Subsidiary Guarantors set forth in the Loan Documents Subsidiary Guaranties shall be true and correct in all material respects (except that any such representations and warranties that are qualified as to materiality shall be true and correct in all respects) on and as of the date of such Borrowing or the date of the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties specifically refer to an earlier datewere true, they shall be true correct and correct complete in all material respects on and as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each no Material Adverse Effect shall have occurred and be continuing. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. On the date of any Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, the Company and the other Borrowers shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Credit Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a), 2.05(a) or 2.06(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a Protective Advance), and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be have been true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Loan or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing the total Revolving Credit Exposures shall not constitute a “Borrowing” for purposes exceed the Revolving Credit Line Cap. (d) At the time of this Section) and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures will not exceed the amount of $2,350,000,000 (subject to the amount of any increase in the Revolving Commitments in accordance with Section 2.22, so long as any such Loans or Letters of Credit are not prohibited under the Existing Term Loan Agreement or any other agreement governing any Indebtedness of the Loan Parties and would not give rise to the obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets of the Loan Parties). Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the relevant Borrower or the relevant Account Party, as applicable, on the date thereof as to the matters specified in clauses (a), (b), (c) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that any such representations and warranties specifically refer are expressly limited to an earlier date, they in which case, on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is continuing. (c) The Administrative Agent shall have received, as applicable, each a Borrowing (provided that a conversion Request in accordance with Section 2.05 or a continuation request for a Letter of Credit pursuant to Section 2.06. (d) In the case of the issuance, amendment, extension or increase of a Borrowing Letter of Credit to be denominated in an Approved Currency other than dollars, there shall not constitute a “Borrowing” have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that in the reasonable opinion of the Administrative Agent or the applicable Issuing Bank would make it impracticable for purposes of this Section) such issuance, amendment, extension or increase to be denominated in the relevant Approved Currency. Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, or, as to the extent any such representation or warranty that such representations and warranties specifically refer refers to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.; (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To and the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing Commitment Termination Date shall not constitute a “Borrowing” for purposes have occurred; and (c) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (immediately after giving effect to such extension of this Sectioncredit and any Concurrent Transactions) shall not exceed the Borrowing Base immediately after giving effect to such extension of credit as well as any Concurrent Transactions (which, with respect to the Borrowing on the Effective Date, shall be deemed satisfied by the Borrowing Base Certificate delivered pursuant to Section 4.01(a)(vii)). Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses the preceding sentence. For the avoidance of doubt, the conversion or continuation of a Borrowing as the same or a different Type (awithout an increase in the principal amount thereof) and (b) shall not be considered the making of this Sectiona Loan.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement (including, without limitation, the representations and warranties set forth in Section 3.04(b) and Section 3.06) and the representations and warranties of the Guarantors set forth in the Loan Documents Guaranties shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extensions of such Letter of Credit, as applicable, each Borrowing (provided that a conversion or a continuation the sum of a Borrowing the total Revolving Credit Exposures shall not constitute a “Borrowing” for purposes of this Sectionexceed the total Commitments. (d) Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (except to the extent qualified by materiality in which case such representations and warranties so qualified shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and or warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing. (c) A replacement Disbursement Instruction Agreement, to the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) is to be disbursed in any manner other than as described in the Disbursement Instruction Agreement then in effect. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. On the date of any Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers and each other Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.applicable; (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewalrenewal or extension of such Letter of Credit, increase as applicable, no Default shall have occurred and be continuing; (c) at the time of making and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the total Revolving Credit Exposures of any Class shall not exceed the total Commitments for such Class; and (d) Administrative Agent and, if applicable, the Issuing Bank or the Swingline Lender shall have received a Borrowing Request or a notice requesting the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To in each case, in accordance with the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes requirements of this Section) Agreement. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than the initial funding), and of each the Issuing Bank to issue, amendamend (to increase the amount or extend the term), renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents (excluding during any Investment Grade Rating Period the representations and warranties that by their terms are not deemed made or would result therefrom. To re-made during an Investment Grade Rating Period) shall be true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the extent this Section 4.02 is applicable, each date of such Borrowing (provided that a conversion or a continuation the date of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Parent Guarantor and the Borrower on the date thereof as to the matters specified in clauses Section 6.03(a) through (a) and (b) of this Sectionc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) : The representations and warranties of each Loan Party the Company set forth in the Loan Documents this Agreement shall be true and correct (i) in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, and at such times as the Collateral and Guarantee Requirement is required to be satisfied, the representations and warranties of the Loan Parties as set forth in the Collateral Agreements shall be true and correct (i) in the case of representations and warranties that are qualified by materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided that, applicable (except to the extent that any such representations and warranties specifically refer representation or warranty expressly relates to an earlier datea specified date or dates, they in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” specified date or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) dates). At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. [reserved]. At the time of such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment or extension of such Letter of Credit, as applicable, each the Borrowing (provided that a conversion or a continuation Base Certificate most recently delivered by the Company pursuant to Section 5.01(a)(iii) shall have been accurate in all material respects as of a the date of such Borrowing shall not constitute a “Borrowing” for purposes of this Section) Base Certificate. Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may beapplicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each Borrowing the total Revolving Exposures of all Lenders shall not exceed the Maximum Available Amount; and (provided that a conversion d) The Administrative Agent and, if applicable, an Issuing Bank or a continuation of the Swingline Lender shall have received a Borrowing shall not constitute a “Borrowing” for purposes of this Section) Request in accordance with the requirements hereof. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all respects (in the case of any representation, warranty or covenant containing a materiality modification) or in all material respects on and (in the case of any representation, warranty or covenant not containing a materiality modification) as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, to the extent that such representations both immediately before and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (after giving effect to any such qualifications) on Borrowing or the date issuance, amendment, renewal or extension of such credit extension or on such earlier date, as the case may beLetter of Credit. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) The Borrower shall have delivered a duly completed Valuation Statement calculated as of the most recent Business Day prior to the date of such Borrowing or would result therefromLetter of Credit. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any New Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of each the Issuing Bank Lender to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a1) The representations and warranties of each Loan Party the Borrowers set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (subject to updates as approved by the Administrative Agent) on and as of the date of such New Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable (or, if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.); (b2) At the time of and immediately after giving effect to such a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Potential Default or Event of Default shall have occurred and be continuing; and (3) At the time of each New Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such New Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent. (provided that a conversion or a continuation of a 4) Each New Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing the total Credit Exposure shall not constitute a “Borrowing” for purposes exceed the Borrowing Base then in effect. (d) At the time of this Section) and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower is in compliance with the financial covenants in Section 6.1 (with compliance under the Ratio of Total Debt to EBITDAX being tested using EBITDAX as of the last day of the most recently ended fiscal quarter and net debt outstanding, current assets and current liabilities being determined as of the time of or immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit). Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b), (c) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase amend or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase amendment or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing the total Credit Exposure shall not constitute a “Borrowing” for purposes exceed the Loan Limit then in effect. (d) At the time of this Section) and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Borrower is in compliance with the financial covenants in Section 6.1 (with compliance under the ratio of Total Net Debt to EBITDAX being tested using EBITDAX as of the last day of the most recently ended fiscal quarter and net debt outstanding, current assets and current liabilities being determined as of the time of or immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit). Each Borrowing and each issuance, amendment, renewal, increase amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b), (c) and (bd) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. On the date of any Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, Holdings and the Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Borrowing, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01(a), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each the Issuing Bank Lenders to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with Credit or create any Incremental Facility, Loan Modification Offer or Permitted Amendment, Acceptance is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers set forth in Article IV, and of each Loan Party set forth in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of CreditCredit or the date of creation of such Acceptance, as the case may be; provided thatapplicable (or, if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, they shall be true and correct in all material respects as of such earlier specific date); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be.and (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal, increase renewal or extension of such Letter of CreditCredit or creation of such Acceptance, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To and; (c) for the extent this Section 4.02 is applicablemaking of each Loan, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes Request pursuant to Section 2.06.; and (d) during any Suspension Period or Covenant Restriction Period, in the case of this Section(i) and each the making of any Revolving Credit Loan or (ii) the issuance, amendment, renewalrenewal or extension of any Letter of Credit or the creation of any Acceptance, increase in each case of this clause (ii), (x) outside of the ordinary course of business and/or (y) the purpose of which is to backstop any Indebtedness for borrowed money of the Company or any of its Subsidiaries, at the time of delivery of the applicable Borrowing Request or request for issuance, amendment, renewal or extension of a Letter of Credit or creation of an Acceptance, as applicable, but after giving effect to such borrowing of Revolving Credit Loans or issuance, amendment, renewal or extension of such Letter of Credit or creation of such Acceptance (including, in each case, any substantially contemporaneous application of proceeds thereof), unrestricted cash and Cash Equivalents (notwithstanding any restriction related to Liens granted to the Administrative Agent to secure the Obligations) of the Company and its Subsidiaries shall not exceed $25,000,000 (calculated after giving effect to any substantially contemporaneous use of such unrestricted cash and Cash Equivalents). Each Borrowing, each issuance, amendment, renewal or extension of a Letter of Credit and each creation of an Acceptance shall be deemed to constitute a representation and warranty by the Borrower Company on the date thereof as to the matters specified in clauses (a) and (b) of this Sectionthe immediately preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may beapplicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) The Administrative Agent shall have received a certificate, dated as of the date of such Borrowing or would result therefromthe issuance, amendment, renewal or extension of such Letter of Credit and signed by the President, Vice President or a Financial Officer of the Borrower, confirming that the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, with the debt incurrence covenants contained in Section 4.9 of the 2008 Subordinated Notes Indenture, Section 4.9 of the Subordinated Exchange Debenture Indenture and Section 9(a)(i) of the Series A Preferred Certificate of Designation. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or excluding any Borrowing consisting solely of a continuation or conversion of a Borrowing shall not constitute a “an outstanding Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, they any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such earlier specified date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each no Borrowing Base Deficiency shall exist. (provided that a conversion or a continuation d) The receipt by the Administrative Agent of a Borrowing shall not constitute Request in accordance with Section 2.03 or a “Borrowing” request for purposes a Letter of this Section) Credit in accordance with Section 2.05(b). Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendmentafter the Second Amendment Effective Date, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, they any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such earlier specified date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each no Borrowing Base Deficiency shall exist. (provided that a conversion or a continuation d) The receipt by the Administrative Agent of a Borrowing shall not constitute Request in accordance with Section 2.03 or a “Borrowing” request for purposes a Letter of this Section) Credit in accordance with Section 2.04(b). Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all respects with respect to representations and warranties containing qualifications as to materiality, and true and correct in all material respects with respect to representations and warranties without qualifications as to materiality, on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer 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; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing. (c) All conditions under the 2011 Indenture and 2012 Indenture required thereunder for the extension of such Borrowing to the Borrower have been satisfied in full. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a) and through (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding on the Closing Date), and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) All representations and warranties of each Loan Party set forth in the Loan Documents Parties in each applicable Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, with the same effect as though made on and as of such date, except in the case may be; provided that, of any representation and warranty which (A) expressly relates to the extent that such representations and warranties specifically refer to an earlier a given date, they such representation and warranty shall be true and correct in all material respects as of the respective date and (B) is qualified by a materiality or Material Adverse Effect standard in which case such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects. (bc) At (i) the time of Consolidated Cash Balance immediately prior to such Borrowing and (ii) the pro forma Consolidated Cash Balance, immediately after giving effect to such Borrowing, shall not exceed the Consolidated Cash Balance Threshold. (d) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.09(b), as applicable. Each request for such Borrowing or for the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase or extension of a any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (aSection 6.02(a) and (b) of this Sectionthrough Section 6.02(c).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, extend or increase or extend the amount of any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, extension or increase or extension in amount of such Letter of Credit, as the case may be; provided that, to the extent applicable (except that such representations and or warranties specifically refer to an that are made as of a specific earlier date, they date shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, extension or increase or extension in amount of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) After giving effect to any Borrowing or would result therefromthe issuance, renewal, extension or increase in amount of any Letter of Credit, the Borrowers shall be in compliance with the Revolving Exposure Limitations. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Except as set forth in Section 2.09(b) with respect to Incremental Term Loans used to finance a Limited Condition Acquisition, the representations and warranties of each the Borrowers and the other Loan Party Parties set forth in the each Loan Documents Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, they in which case such representation or warranty shall be have been true and correct in all material respects on and as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At Except as set forth in Section 2.09(b) with respect to Incremental Term Loans used to finance a Limited Condition Acquisition, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing. (c) The Administrative Agent shall have received, in the extent this case of a Borrowing, a Borrowing Request as required by Section 4.02 is applicable, each Borrowing 2.03 (provided that a conversion or a continuation Borrowing Request shall have been deemed given) 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 of such Letter of Credit as required by Section 2.05(b). Each Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Borrowers on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial Borrowing to occur on the Effective Date), and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase or extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (b) The representations and warranties of Parent, the Borrower and the Subsidiary Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing or would result therefrom. To the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation date of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (aSection 6.02(a), Section 6.02(b) and (b) of this SectionSection 6.02(d).

Each Credit Event. The obligation obligation, if any, of each a Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a conversion or continuation of any Loans), and of each an Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects only as of such earlier specified date; provided, further, and that any representation and or warranty that which is qualified as subject to “materiality,” “Material Adverse Effect” or similar language any materiality qualifier shall be required to be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may berespects). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) After giving effect to any Borrowing or would result therefrom. To the extent this Section 4.02 is applicableissuance, each Borrowing (provided that a conversion amendment, renewal or a continuation extension of a Borrowing any Letter of Credit, Availability shall not constitute a “Borrowing” be less than zero. (d) Such Lender shall have provided its approval of such Borrowing in accordance with Section 2.03 or such Issuing Bank shall have provided its approval for purposes of this Section) such issuance, amendment, renewal or extension in accordance with Section 2.06(b), as applicable. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, to the extent applicable as if made on and as of such date (except that such representations and warranties specifically refer which relate to an a specific earlier date, they date shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) The aggregate principal amount of all outstanding Loans and the aggregate undrawn amount of all Letters of Credit outstanding on the date of such Borrowing or would result therefrom. To the extent this Section 4.02 is applicabledate of issuance, each Borrowing (provided that a conversion amendment, renewal or a continuation extension of such Letter of Credit, after giving effect to the applicable Borrowing, issuance, amendment, renewal or extension of a Borrowing Letter of Credit, shall not constitute a “Borrowing” for purposes of this Section) exceed the Maximum Availability. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b) and (bc) of this SectionSection 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, to the extent that of any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as expressly relates to “materiality,” “Material Adverse Effect” or similar language a prior date, in which case such representation and warranty shall be so true and correct in all respects (giving effect to any such qualifications) on the date and as of such credit extension or on such earlier prior date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing. To On the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation date of the making of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each Loan or the issuance, amendment, renewal, increase renewal or extension of a any Letter of Credit Credit, the Company and each Subsidiary Borrower shall be deemed to constitute a representation have represented and warranty by warranted that the Borrower on the date thereof as to the matters conditions specified in clauses paragraphs (a) and (b) of this SectionSection have been satisfied and that, after giving effect to such Loan, or such issuance, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, Section 2.04(a) or Section 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (except to the extent qualified by materiality in which case such representations and warranties so qualified shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and or warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom. To continuing. (c) Borrower shall have provided to the Administrative Agent a replacement Disbursement Instruction Agreement, to the extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) is to be disbursed in any manner other than as described in the Disbursement Instruction Agreement then in effect. Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided thatapplicable, except to the extent that such representations and warranties specifically refer to an earlier date, they any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) only as of such earlier specified date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be)applicable, no Default or Event of Default shall have occurred and be continuing continuing. (c) At the time of and immediately after giving effect to such Borrowing or would result therefrom. To the extent this Section 4.02 is issuance, amendment, renewal or extension of such Letter of Credit, as applicable, each no Borrowing Base Deficiency shall exist. (provided that a conversion or a continuation d) The receipt by the Administrative Agent of a Borrowing shall not constitute Request in accordance with Section 2.03 or a “Borrowing” request for purposes a Letter of this Section) Credit in accordance with Section 2.04(b). Each Borrowing and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (a), (b) and (bc) of this Section.

Each Credit Event. The Subject to Section 4.04, the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew, increase renew or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be; provided that, be (except to the extent that such representations any representation and warranties specifically refer warranty expressly relates to an earlier date, they in which case such representation and warranty shall be have been true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects (giving effect to any such qualifications) on the date of such credit extension or on such earlier date, as the case may be). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, increase renewal or extension of such Letter of Credit, as the case may be), no Default or Event of Default shall have occurred and be continuing continuing. (c) With respect to each Borrowing of a Tranche B Term Loan or would result therefroma Revolving Loan pursuant to Section 2.01, the delivery of a certificate by a Financial Officer to the effect that such Loan shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Convertible Notes Documents. To the extent this Section 4.02 is applicable, each Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) (other than a Certain Funds Loan) and each issuance, amendment, renewal, increase renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses paragraphs (a) and (b) of this Section.