Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true): (a) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, each Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such the Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and; (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default (other than, so long as the Merger Agreement is still in effect, any Default under Section 6.01(b), (c), (d), (f), (g) or (i)); and (iii) unless the Merger Agreement has terminated, all of Default or that would constitute an Event the proceeds of Default but for the requirement that notice Borrowing shall be given or time elapse, or both.used to make payments in respect of the BofA Credit Agreement and the Collar Transaction in accordance with Sections 2.01(b) and 2.10. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (including the initial Advance) on the occasion of each any Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in on or before the case date of the making of an Advance, the Administrative Agent such Borrowing this Agreement shall have received the written confirmatory Notice of Borrowing with respect thereto, become effective pursuant to Section 3.01 and (ii) that on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true): (a) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the applicable Borrower of the applicable Notice of Borrowing and the acceptance by such Borrower of the proceeds of such Borrowing shall constitute its representation and warranty that on and as of the date of such Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date; anddate (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, that which constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, elapse or both; and (c) the aggregate amount of the borrowings under this Agreement (including such Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date (to the extent any such limit on aggregate borrowings exists from time to time) by the Boards of Directors of Parent and of each Borrower.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)subsection (e) thereof and in subsection (f)(i) thereof) are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date; , in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such earlier date), and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true): (a) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, excluding the representation and warranty contained in the last sentence of Section 4.01(e)) are correct in all material respects (unless the same are qualified by materiality, in which case the same shall be correct in all respects) on and as of the date of such Borrowing Borrowing, or, if any such representation or warranty is expressly stated to have been made as of a specific date as of such specific date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance a Loan on the occasion of each any Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing in accordance with respect thereto, Section 2.02 and (iib) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Article V, other than Section 4.01 (excluding5.04(b) and Section 5.05, are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and, (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or that would constitute an Event prior to such date but which have not been made prior to such date, the aggregate principal amount of Default but for all Borrowings will not exceed the requirement that notice be given or time elapse, or bothTotal Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an any Advance on the occasion of each Borrowing (including the initial Borrowingother than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iia) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the Company any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, applicable Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)subsection (e) thereof and in subsection (f) thereof) are correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default; (b) the Agent shall have received a properly completed Part I of Federal Reserve Form U-1, duly executed by an Event authorized representative of Default the Initial Borrower; and (c) the Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as the requirement that notice be given or time elapse, or bothRequired Lenders through the Agent may reasonable request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iib) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (i) in the case of the making of an Advance, the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received the written confirmatory Notice of Borrowing such Note in accordance with respect theretoSection 2.02(g), and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in excluding the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate (provided that the representation and warranty in Section 4.01(k) shall be required to be true and correct in all material respects only on and as of the date of the initial Borrowing); and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an a Revolving Credit Advance on the occasion of each Borrowing borrowing hereunder (including the initial Borrowingborrowing) shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowingborrowing, (A) the following statements shall be true and (B) the Lender shall have received (x) a Notice of Borrowing, for such borrowing, and each (y) a certificate signed by a Responsible Officer of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on Borrower dated the date of such Borrowing, such statements are true):borrowing stating that: (ai) The the representations and warranties contained in Section 4.01 (excluding, each Loan Document are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the such date of such Borrowing before and after giving effect (except that those that expressly relate to such Borrowing and to the application of the proceeds therefrom, a prior date shall be true as though made on and as of such prior date; ), before and after giving effect to such borrowing, and, the application of the proceeds therefrom; (bii) No event no Default or Event of Default has occurred and is continuing, or would result from such Borrowing borrowing, or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for ; and (iii) the requirement that notice be given or time elapse, or bothLoan Parties have no undrawn availability under the Primary Facility (if one is then in effect).

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excludingexcept the representations set forth in subsection (c)(ii) thereof and in subsection (d)(i) thereof) (and, in the case of any if such Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandingshall have been requested by a Designated Subsidiary, the representation representations and warranty warranties of such Designated Subsidiary contained in its Designation Letter, other than the last sentence representation set forth in subsection (i) of Section 4.01(e)paragraph 5 thereof) are correct on and as of such date (except to the date of such Borrowing extent that any expressly relate to any earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further additional conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such BorrowingBorrowing (a) immediately before and after giving effect to such Borrowing and to the application of proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall be deemed to constitute a representation and warranty by the Company that, Borrower that on the date of such BorrowingBorrowing or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (ai) The representations and warranties contained in Section 4.01 7.01 (excludingother than subsections (e), in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation (f) and warranty contained in the last sentence of Section 4.01(e)(i) thereof) are correct in all material respects on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically refer to an earlier date; and, in which case they shall be true and correct in all material respects as of such earlier date); (bii) No event has occurred and is continuing, or would result from such Borrowing (or from the application of the proceeds therefrom), that which constitutes an Event of Default or that would constitute an Unmatured Event of Default but for Default; and (iii) The Facility Usage at such time does not exceed the requirement that notice be given Aggregate Commitments at such time, and (b) the Administrative Agent shall have received such other documents as any Bank through the Administrative Agent may reasonably request related to clauses (a)(i) or time elapse, or both(a)(ii) above.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (i) in the case of the making of an Advance, the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received the written confirmatory Notice of Borrowing such Note in accordance with respect theretoSection 2.02(g), and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; andand 5-YEAR CREDIT AGREEMENT (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The ______________________________________ obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial BorrowingInitial Extension of Credit) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation representa- tion and warranty by the Company that, Borrower that both on the date of such Borrowing, notice and on the date of such Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Term Loan on the occasion of each request for a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of occurred or shall occur simultaneously with such Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company Borrower of the proceeds of any such Borrowing Borrowing, shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the Effective Date and are correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromthereof, as though made on and as of such date (except for those representations and warranties that specifically relate to a prior date; and, which shall have been correct on such prior date); (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default or that would constitute an Event Default; and (c) the Agent shall have received a Notice of Default but for Borrowing in accordance with the requirement that notice be given or time elapse, or bothrequirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing in connection with any Borrow (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, (i) Administrative Agent shall have received a Notice of Contract Borrowing or Notice of Competitive Borrowing (or, in the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing), executed and completed by a Financial Officer of the Company, and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing (or, in the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing) and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 Article IV (excludingexcluding for all Borrowings, in other than the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandinginitial Borrowings, the representation and warranty those contained in the last sentence of Section 4.01(e49 45 subsections (f), (j), (k) and (l) thereof) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance) on the occasion of each Borrowing (including the initial Borrowing) or of each Issuing Lender to issue a Letter of Credit shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Company Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing or issuance such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than any Conversion) on the occasion of each Borrowing (including after the date of the initial Borrowing) , shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Amendment Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excludingexcept, in the case of any Borrowing that will not result in an increase in after the aggregate principal amount date of Advances outstandingthe initial Borrowing, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)clause (e)(i) thereof and in clause (f) thereof) are correct in all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , except to the extent any such representation or warranty, by its terms, refers to a different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case as of such specific date, and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.result in a Default. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to -------------------------------------- make an Advance any Loan (including BABC's initial Loan on the occasion of each Borrowing (including the initial BorrowingEffective Date) shall be subject to the further conditions precedent that that: (ia) in the case of the making of an Advance, the Administrative Agent The following statements shall have received the written confirmatory Notice of Borrowing with respect thereto, be true and (ii) correct on the date of such BorrowingLoan, before and after giving effect thereto and to the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company application of the proceeds of from the Loans being made on such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true):date: (ai) The representations and warranties contained in Section 4.01 (excluding, Article IV and in each of the case of any Borrowing that will not result Collateral Documents are true and correct in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the such date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and; (bii) No event has occurred and is continuing, or would result from the Loans being made on such Borrowing date, which constitutes a Default or from the application of the proceeds therefrom, that constitutes an Event of Default Default; and (iii) The outstanding principal amount of the Revolving Credit Loans (including the proposed Loan), together with the aggregate amount of all outstanding Letters of Credit and unpaid Obligations does not exceed either (i) the aggregate Revolving Credit Loan Commitments, or (ii) the Borrowing Base. (b) Each request for a Revolving Credit Loan shall be deemed to be an affirmation that would constitute an Event the statements in Section 3.3(a) hereof are true as of Default but the date of such request. The Agent shall have received for the requirement account of each Bank a certificate, signed by a Responsible Officer of Borrower, dated the date of such Loan, stating that notice be given the conditions specified in Section 3.3(a) above have been met. (c) BABC shall have received a Notice of Borrowing in accordance with Section 2.3 hereof; (d) The Agent shall have received such other approvals, opinions or time elapse, or bothdocuments as any Bank through the Agent may reasonably request upon reasonable notice.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excludingnot including, in the case of any Borrowing that will not result in an increase in after the aggregate principal amount of Advances outstandinginitial Borrowing, the representation and warranty contained in the last sentence of Section 4.01(e)Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing (other than any such representation and warranty that expressly speaks as of a date other than the date thereof, in which case such representation and warranty shall be true and correct in all material respects on and as of such other date as if made on and as of said date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No event Event of Default or event, which, with the giving of notice or the passage of time or both, would be an Event of Default, has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothproceeds.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender of the Appropriate Lenders to make an Advance on the occasion of each Borrowing (including each Borrowing made on the initial BorrowingEffective Date) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Company Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the Company such Borrower that, both on the date of such notice and on the date of such Borrowing, such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in each of the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) Loan Documents are correct in all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the date of such Borrowing, in which case as of such specific date); and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothAppropriate Lenders through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)subsection (e) thereof and in subsection (f)(i) thereof) are correct on and as of such date (except to the date extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such Borrowing earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing (any Loans hereunder, including the initial Borrowing) shall be Loans, is subject to the further satisfaction of the following conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the relevant date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true):: (a) The All of the representations and warranties contained incorporated by reference into this Agreement shall be true and correct in Section 4.01 all material respects (excluding, except to the extent such representations and warranties are otherwise qualified by materiality in the which case of any Borrowing that will not result they shall be true and correct in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)all respects) are correct on and as of the date of such Borrowing before and after giving effect to the Borrowing of any Loan on such Borrowing date and to the application of the proceeds therefromthereof, as though made on and as of such date (other than any representation or warranty that, by its terms, refers to a specific date other than such date of Borrowing, in which case such representation or warranty shall be true and correct in all material respects as of such date; and). (b) No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default Default. (c) The Borrower shall have paid to the Lender when due all fees and expenses payable to the Lender under this Agreement or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothFee Letter.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance) on the occasion of each Borrowing (including the initial Borrowing) or of each Issuing Lender to issue a Letter of Credit shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Company Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing or issuance such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) , shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company any Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company that, such Borrower that on the such date of such Borrowing, such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excludingexcept, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandinga Borrowing, the representation and warranty contained representations set forth in the last sentence of subsection (e) thereof and in Section 4.01(e)(f)(i) thereof) are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an any Advance on the occasion of each Borrowing (including the initial Borrowingother than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iia) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the Company any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, applicable Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)subsection (e) thereof and in subsection (f) thereof) are correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as the requirement that notice be given or time elapse, or bothRequired Lenders through the Agent may reasonable request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect thereto, thereto in accordance with Section 2.02 and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The representations and warranties of the Borrower contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) Article IV are correct on and as of the date of such Borrowing Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such BorrowingBorrowing or Conversion, as applicable, such statements are true): (a) ): The representations and warranties contained in Section 4.01 (excluding, excluding those contained in the case of any subsections (e) and (f) thereof if such Borrowing that will does not result in an increase in the aggregate outstanding principal amount of Advances outstanding, over the representation and warranty contained in aggregate outstanding principal amount of all Advances immediately prior to the last sentence making of Section 4.01(e)such Borrowing) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) and No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that with notice be given or lapse of time elapse, or both.

Conditions Precedent to Each Borrowing. The obligation Lenders shall not be required to make, convert or continue any Advance nor shall the Issuing Bank be required to issue any Letter of each Lender to make an Advance Credit, unless on the occasion of each Borrowing (including the initial Borrowing) shall be subject applicable Credit Extension Date, both before and after giving effect to the further conditions precedent that (i) in the case of the making of an any such Advance, the Administrative Agent shall have received the written confirmatory Notice conversion, continuation or Letter of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Credit the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, such statements are true):: (a) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation each Loan Document are true and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (b) No (i) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an a Default or Event of Default Default; and (ii) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request. Each Notice of Borrowing with respect to each Advance and the letter of credit application with respect to each Letter of Credit shall constitute a representation and warranty by the Borrower that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothconditions in this Section 4.02(a) and (b) have been satisfied.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect theretooccurred, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)subsection (e) thereof and in subsection (f)(i) thereof) are true and correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case as though made on and as of such earlier date); and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, therefrom that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) and the obligation of the Swing Line Banks to make Swing Line Advances hereunder shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, such Borrower that on the date of such Borrowing, Borrowing such statements (other than any such statements with respect to representations and warranties made by the other Borrower) are true): (ai) The representations and warranties contained in Section 4.01 Article III of the Guarantee (excluding, in the case of any Borrowing excluding that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained set forth in the last sentence of Section 4.01(e3.05 thereof) and contained in Article IV hereof (excluding that contained in Section 4.01(l)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.; and

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of each any Borrowing (including other than, with respect to Section 3.03(b), on the initial BorrowingClosing Date and the Merger Date) shall be is subject to the further following conditions precedent that precedent: (ia) in the case of the making of an Advance, the The Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect thereto, and thereto in accordance with Section 2.02; and (iib) on On the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties of the Company contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or both.Default. Article VII

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each in connection with any Borrowing (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, (i) Administrative Agent shall have received a Notice of Contract Borrowing or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section SECTION 4.01 (excludingexcluding for all Borrowings, in other than the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandinginitial Borrowings, the representation and warranty those contained in the last sentence of Section 4.01(eSUBSECTIONS (F), (J), (K), and (L) thereof) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial BorrowingClosing Date) shall be subject to the further conditions precedent that on the date of such Borrowing (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, determined that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that both on the date of such Borrowing, notice and on the date of such Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case as of such specific date; and; (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default; and (iii) for each Advance, the Borrowing Base Amount (less the Intangible Tax Reserve) exceeds the aggregate principal amount of Default Advances then outstanding after giving effect to such Advance; and (b) the Administrative Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender Party through the requirement that notice be given or time elapse, or bothAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ix) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect thereto, thereto in accordance with Section 2.02 and (iiy) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties of the Borrower contained in Section 4.01 (excluding, other than in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each -------------------------------------- Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance Agent shall have received the notice required by Section 2.1(b), which notice shall be deemed to be a certification by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that, on the date of such Borrowing, such statements are true):: (ai) The the representations and warranties contained in Section 4.01 (excluding, 5.1 and in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) other Loan Documents are correct in all material respects on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent they relate specifically to any earlier date; and, in which case such representations and warranties shall continue to have been correct in all material respects as of such date). (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, that which constitutes an Event of Default or that would constitute an Potential Event of Default but for Default, and (iii) all Loan Documents are in full force and effect, (iv) after giving effect to such requested Loan, the requirement that notice be given aggregate outstanding principal amount of the Loans plus the Letter of Credit Usage shall not exceed the Revolving Commitment then in effect, and (b) each Lender shall have received such other approvals, opinions or time elapse, documents as any Lender or boththe Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ix) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect theretothereto in accordance with Section 2.02, (y) if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.18(b) with respect to such Designated Subsidiary shall have been satisfied, and (iiz) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties of the Company contained in Section 4.01 (excluding, other than in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ix) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect thereto, thereto in accordance with Section 2.02 and (iiy) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties of the Borrower contained in Section 4.01 (excluding, other than in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or both.Default. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Lender ---------------------------------------- Bank to make an Advance under the Revolving Credit Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the Agent shall have received a Notice of Borrowing in accordance with the terms of this Agreement and (b) the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): true and correct): (a) The representations and warranties contained in Section 4.01 (excluding, Article V of this Agreement are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date; and , and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes (or would constitute) a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) The Administrative Agent shall have received from the Borrower a Notice of Borrowing requesting such Borrowing as required by Section 2.02. (b) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty excluding those contained in the last sentence of Section 4.01(e)subsection (e) and in subsections (f) and (n) thereof) are true and correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided that, if financial statements have been delivered pursuant to Section 5.01(c)(i) or Section 5.01(c)(ii), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that with notice be given or lapse of time elapse, or both. (c) The Administrative Agent shall have received such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent or any Lender may reasonably request through the Administrative Agent.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including and the initial Borrowing) obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such BorrowingBorrowing or the date of issuance, amendment, extension or renewal of a Letter of Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing and/or the receipt of a letter of credit application requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the Company that, applicable Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) ): The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of other than Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) and No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromtherefrom or from such amendment, that extension or renewal of such Letter of Credit, which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case without limitation of the making of an Advance, conditions precedent to the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iiEffective Date set forth in Section 4.01) that on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true):): Table of Contents (a) The the representations and warranties contained in Section 4.01 5.01 made by the Borrower (excluding, in other than the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation representations and warranty warranties contained in the last sentence clauses (f)(i) and (g) of Section 4.01(e)5.01) are true and correct in all material respects on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that any such representation or warranty relates to a specific earlier date in which case it was true as of such earlier date; ), and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties of the Company contained in Section 4.01 (excludingexcept, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandinga Borrowing, the representation and warranty contained representations set forth in the last sentence of Section 4.01(esubsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default a Default; and (b) the Administrative Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance a Loan on the occasion of each any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date Borrowing Date of such Borrowing, Borrowing or Issuance the Company shall execute and deliver to the Agent a Borrowing Request and the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (a) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) Article VII are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and; (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes either a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.Default; and Second Amended and Restated Revolving Credit Agreement

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on pursuant to Section 2.01, and the occasion right of each Borrowing (including the initial Borrower to request a Borrowing) , shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that both on the date of such Borrowing, notice and on the date of such Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct in all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case as of such specific date; and; (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default; and (iii) the proceeds of Default or that would constitute an Event of Default but for each Borrowing shall be used to pay the requirement that notice be given or time elapse, or both.invoices identified in the Borrowing Notice; and

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties of the Company contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of Section 4.01(esubsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default a Default; and (b) the Administrative Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation effectiveness of each Lender Section 2.01(a) and the right of the Borrower to make an Advance on the occasion of each Borrowing (including the initial Borrowing) request Advances shall be subject to the further following additional conditions precedent that precedent: (ia) Each Borrower shall have paid all fees accrued as of the date of such Advances of the Agents and the Lenders and all reasonable expenses of the Agents (including the accrued fees and expenses of counsel to the Agents) following presentation, in the case of the making any expense, of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and reasonably detailed invoices therefor. (iib) on On the date of such Borrowing, Advances the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing Advances shall constitute a representation and warranty by the Company that, Borrower that both on the date of such Borrowing, notice and on the date of such Advance such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) this Agreement are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing Advances or issuance and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any such representation and warranty is expressly made as of a specified earlier date); and (bii) No event no Default has occurred and is continuing, or would result from such Borrowing Advances or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iib) on the date of such any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided, that such condition shall not apply to the last sentence of Section 4.01(e) in connection with any Advance made to pay maturing commercial paper issued under the Borrower’s commercial paper program; and (bii) No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or therefrom that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect thereto, thereto in accordance with Section 2.02 and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The representations and warranties of the Borrower contained in Section 4.01 Article IV (excluding, other than the representations set forth in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last second sentence of Section 4.01(e)) and clause (i) of Section 4.01(f) to the extent the proceeds of such Borrowing are used to repay Commercial Paper) are correct on and as of the date of such Borrowing Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excludingexcept for, in the case of any Borrowing that will not result in an increase in after the aggregate principal amount of Advances outstandinginitial Borrowing hereunder, the representation and warranty contained set forth in the last sentence of Section 4.01(eSections 4.01(e)(iii) and 4.01(f)(i)) are true and correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that Credit Agreement any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date; ), and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Lender Bank to make an Advance under the Revolving Credit Loan or of the Issuing Bank to issue any Letter of Credit on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing (a) the Agent shall have received a Notice of Borrowing, or Letter of Credit Request, as the case may be, in accordance with the terms of this Agreement, and (b) the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request, as the case may be, and the acceptance by the Company Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are truetrue and correct): (ai) The representations and warranties contained in Section 4.01 (excluding, Article V of this Agreement are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes (or would constitute) a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (i) in the case of the making of an Advance, the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received the written confirmatory Notice of Borrowing such Note in accordance with respect theretoSection 2.02(g), and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including any Borrowing the initial Borrowingproceeds of which are used to finance the Tender Offer and the Merger) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in except the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained representations set forth in the last sentence of subsection (e) thereof and in Section 4.01(e)(f)(i) thereof) are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default a Default; and (b) the Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on (other than a Swing Line Advance made by a Lender pursuant to Section 2.02(b)(ii)), and the occasion right of each Borrowing (including the initial Borrower to request a Swing Line Borrowing) , shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing (including the initial Borrowing, ) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Swing Line Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing (other than solely with respect to Revolving Credit Advances used to the fund the payment of commercial paper issued by the Borrower from time to time, the representation and warranties contained in Section 4.01(f)(ii) hereof) and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case such representations and warranties shall have been correct as of such specific date; , and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) Advances shall be subject to the following further conditions precedent that (i) in the case of the making of an Advancethat, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowingan Advance pursuant to Section 2.4 hereof, the following statements shall be true (and each of correct, and the giving making by Borrower of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing Request for Advance shall constitute a its representation and warranty by the Company that, on that as of the date of such BorrowingRequest for Advance is given, such the following statements are true):true and correct: (ai) The representations and warranties contained in Section 4.01 (excludingArticle V of this Agreement, in each of the Deed of Trust, in the case Security Agreement, and in any of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) other Loan Documents are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, in all material respects as though made on and as of such date; and, unless such representations and warranties are expressly stated to be made as of an earlier date; (bii) No event has occurred and is continuing, or would result from such Borrowing Borrowing, conversion or from the application of the proceeds therefromcontinuation, that which constitutes an Event of Default or that would constitute an Event of Default but or Default; (iii) The most recent financial statements of Borrower delivered pursuant to Section 6.3 present fairly the financial position of Borrower as of the date of, and for the requirement that notice be given or time elapseperiods presented in, or bothsuch financial statements, and since the date of such financial statements there has not been any material adverse change in the financial condition of Borrower; and (iv) Borrower is in compliance with all covenants contained in Article VI of this Agreement.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, except the representations and warranties set forth in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation subsections (e)(ii) and warranty contained in the last sentence of Section 4.01(e)(f)(i) thereof) are correct in all material respects on and as of the date of such Borrowing date, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date; , in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects), and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default; and (b) the Agent shall have received a Notice of Default or that would constitute an Event of Default but for Borrowing with respect to such Borrowing in accordance with the requirement that notice be given or time elapse, or bothterms and requirements hereof.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Lender to make an Advance on the occasion of each Borrowing (including a Borrowing on the initial BorrowingEffective Date) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case 5.01 of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) this Agreement are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that which would constitute an Event of Default but for the requirement that notice be given or time elapse, elapse or both; and (b) Lender shall have received such other approvals, opinions or documents as it reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including including, without limitation, the initial Borrowing) ), and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, and the applicable Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excludingnot including, in the case of any Borrowing that will not result in an increase in after the aggregate principal amount of Advances outstandinginitial Borrowing hereunder, the representation and warranty contained set forth in the last sentence of Section 4.01(e4.01(b)) are true and correct in all material respects on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any of such representations and warranties expressly relate to an earlier date; ), and (b) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or boththereof.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iib) on the date of such any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in other than the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or therefrom that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that both on the date of such Borrowing, notice and on the date of such Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, this Agreement are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case as of such specific date); and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of a Default and (b) the Administrative Agent shall have received such other approvals, opinions or that would constitute an Event of Default but for documents as any Lender through the requirement that notice be given or time elapse, or bothAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such BorrowingBorrowing or Conversion, as applicable, such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, excluding those contained in the case of any subsections (e) and (f) thereof if such Borrowing that will does not result in an increase in the aggregate outstanding principal amount of Advances outstanding, over the representation and warranty contained in aggregate outstanding principal amount of all Advances immediately prior to the last sentence making of Section 4.01(e)such Borrowing) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that with notice be given or lapse of time elapse, or both. (b) The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make an Advance Loans on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Closing Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such BorrowingBorrowing (each, a “Funding Date”) (a) the following statements shall be true (and each of the giving of the applicable a Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company Borrower that, on the date of such Notice of Borrowing and on the date of such Borrowing, such statements are true): (ai) The the representations and warranties made by the Borrower hereunder as set forth in Section 4.02 and by each Loan Party in or pursuant to each Loan Document to which it is or is to be a party and each of the representations and warranties contained in Section 4.01 (excluding, in the case any certificate furnished at any time by or on behalf of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation Loan Party pursuant to any Loan Document are true and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for those representations and warranties that are expressly made only as of an earlier date; ), and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or botha Default.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (i) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) this Agreement are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, elapse or both; and (ii) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that both on the date of such notice and on the date of such Borrowing, such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excludingeach Loan Document are correct in all material respects, in only to the case of any Borrowing extent that will not result in an increase in the aggregate principal amount of Advances outstanding, the such representation and warranty contained in the last sentence of Section 4.01(e)) are correct is not otherwise qualified by materiality or Material Adverse Effect on and as of the date of such Borrowing date, in which case such representation and warranty shall be true and correct in all respects, before and after giving effect to such Borrowing Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (bii) No no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or renewal or from the application of the proceeds proceeds, if any, therefrom, that constitutes an a Default or Event of Default or that would constitute an Event Default. (b) The Borrower shall have delivered a Notice of Default but for the requirement that notice be given or time elapse, or bothBorrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, : (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Company Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such BorrowingBorrowing or Conversion, as applicable, such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, excluding those contained in the case of any subsections (e) and (f) thereof if such Borrowing that will does not result in an increase in the aggregate outstanding principal amount of Advances outstanding, over the representation and warranty contained in aggregate outstanding principal amount of all Advances immediately prior to the last sentence making of Section 4.01(e)such Borrowing) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or that would constitute an Event of Default but for the requirement that or a Prepayment Event with notice be given or lapse of time elapse, or both. (b) The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ix) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory a Notice of Borrowing with respect theretothereto in accordance with Section 2.02, (y) if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.19(b) with respect to such Designated Subsidiary shall have been satisfied, and (iiz) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties of the Company contained in Section 4.01 (excluding, other than in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an a Potential Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date); and (bii) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender of the Appropriate Lenders to make an Advance on the occasion of each Borrowing (including each Borrowing made on the initial BorrowingPhase II Closing Date) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Company Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the Company such Borrower that, both on the date of such notice and on the date of such Borrowing, such statements are true): (ai) The the representations and warranties contained in Section 4.01 each of the Loan Documents are correct in all material respects on and as of such date (excludingexcept, in the case of at any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandingtime prior to November 5, 1997, for the representation and warranty contained in the last sentence of Section 4.01(e)8(g) are correct on and as of the date of such Borrowing Security Agreement), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the date of such Borrowing, in which case, as of such specific date); and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event a Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothAppropriate Lenders through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each in connection with any Borrowing (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, (i) Administrative Agent shall have received a Notice of Contract Borrowing or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The the representations and warranties contained in Section 4.01 (excludingexcluding for all Borrowings, in other than the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstandinginitial Borrowings, the representation and warranty those contained in the last sentence of Section 4.01(esubsections (f), (j), (k), and (l) thereof) are correct on and as of the date of such Borrowing Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than any Conversion) on the occasion of each Borrowing (including after the date of the initial Borrowing) , shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent Effective Date shall have received the written confirmatory Notice of Borrowing with respect thereto, occurred and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The the representations and warranties contained in Section 4.01 (excludingexcept, in the case of any Borrowing that will not result in an increase in after the aggregate principal amount date of Advances outstandingthe initial Borrowing, the representation and warranty contained representations set forth in the last sentence of Section 4.01(e)clause (e)(i) thereof and in clause (f) thereof) are correct in all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; , except to the extent any such representation or warranty, by its terms, refers to a different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case as of such specific date, and (bii) No no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothresult in a Default.

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of each such Borrowing, such statements are truethe Borrower shall be deemed to have represented and warranted that): (ai) The the representations and warranties of each Loan Party contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) each Loan Document are correct in all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and, except, in each case, with respect to representations and warranties made only as of, or relating to, an earlier date; (bii) No event no Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom; and (iii) in the case of a Borrowing after a Qualified IPO, that constitutes an Event after giving effect to such Borrowing and the application of Default or that would constitute an Event proceeds thereof, the ratio of Default but Consolidated Total Net Debt of the Parent and its Subsidiaries as of the date of such Borrowing to Adjusted EBITDA of the Parent and its Subsidiaries for the requirement that notice be given Measurement Period most recently completed on or time elapse, or bothprior to the date of such Borrowing shall not exceed 5.50 to 1.0.

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) ), shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, on the date of such Borrowing, (i) the Required Lenders shall not have notified the Administrative Agent that they believe a Material Adverse Change has occurred and (ii) the following statements shall be true and the Administrative Agent shall have received for the account of such statements are true):Lender a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance, stating that: (a) The the representations and warranties contained in Section 4.01 (excluding, each Loan Document are true and correct in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 4.01(e)) are correct all material respects on and as of the date of such Borrowing date, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date; and, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case as of such specific date; (b) No event no Default has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefromtherefrom (including, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice without limitation, under Section 2.14); and (c) with respect to any requested Term B-2 Advance, all insurance required by Section 5.01(d) hereof shall be given or time elapse, or bothin full force and effect.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (ia) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (iib) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that, Borrower that on the date of such Borrowing, Borrowing such statements are true): (ai) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation are true and warranty contained in the last sentence of Section 4.01(e)) are correct on and as of the date of such Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (bii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; and (c) the Administrative Agent shall have received such other approvals, opinions and documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including and the initial Borrowing) obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the further conditions precedent that (i) in the case of the making of an Advance, the Administrative Agent shall have received the written confirmatory Notice of Borrowing with respect thereto, and (ii) on the date of such BorrowingBorrowing or the date of issuance, amendment, extension or renewal of a Letter of Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Company applicable Borrower of the proceeds of such Borrowing and/or the receipt of a notice requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the Company that, applicable Borrower that on the date of such Borrowing, Borrowing such statements are true): (a) The representations and warranties contained in Section 4.01 (excluding, in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of other than Section 4.01(e4.01(e)(ii)) are correct on and as of the date of such Borrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or bothDefault.