Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2SECTION 7.1, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no LC Issuer will be obligated to issue, extend the expiry date of, renew, or increase the amount of any LC, as the case may be, unless on the date of such Borrowing or issuance, extension, renewal, or increase (and after giving effect thereto): ), as the case may be: (a) Administrative Agent (and LC Issuer, if applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) the applicable LC Issuer shall have received the LC fees provided for in SECTION 5.5(b) hereof; (c) all of the representations and warranties of any Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurredrespects; (d) no Default or Potential Default shall have occurred and be continuingcontinuing or shall arise as a result of the requested Borrowing or LC; and (e) the funding of such Borrowings and issuance, extension, renewal, or increase of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent (or LC Issuers, as applicable) shall constitute the representation and warranty by Borrower to Administrative Agent that (or LC Issuers, as applicable) that, as of the Borrowing Date or the date of issuance of, extension of the expiry date of, or renewal or increase in the amount of the requested LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior written approval of Required LendersLenders (or as otherwise set forth in SECTIONS 2.2(c) or 2.3(b)), Lenders may fund any Borrowing Borrowing, and LC Issuers may issue, extend the expiry date of, renew, or increase any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2SECTION 7.1, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received the LC fronting fees provided for in SECTION 5.4(b) hereof; (c) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties which expressly refer to an earlier date, which are based have been changed by transactions contemplated or permitted by the Loan Paperstrue and correct in all material respects as of such earlier date); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such 29 NBPLP CREDIT AGREEMENT Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the request LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 SECTION 5.1 and 7.2SECTION 5.2, Facility A Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing (including any Competitive Borrowing), and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Notice of Borrowing, a Notice of LC (together with the applicable LC Agreement), or Notice of Competitive Borrowing as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 4.3 and 4.4 hereof or the Competitive Bid fees as provided for in SECTION 4.5 hereof, if applicable; (c) all of the representations and warranties of any Consolidated Company set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersPapers and, if applicable, supplemental Schedules have been delivered with respect thereto; provided that any changes to SCHEDULES 6.13, 7.12, 7.13 or 7.20 must also be approved by Determining Lenders); (cd) no change in the financial condition or business of any Consolidated Company which could be is a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to Permitted Acquisition contemplated by ITEMS (b) or (c) of the extent permitted by SECTION 9.21definition of Permitted Acquisition, Administrative Agent shall have timely received certified copies of any and all purchase agreements (together with, upon the request of Administrative Agent, all schedules and exhibits thereto) executed by any Consolidated Company in connection with such certificationsPermitted Acquisition, accompanied by all financial information, projections, and projections as Administrative Agent may reasonably requestcertifications required by the Loan Papers in connection with a Permitted Acquisition, including, without limitation, all items required in SECTION 5.2; and (gi) all matters related to such Borrowing must be satisfactory to Required Determining Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements in CLAUSES (c), (d), (e), and (f) above are true and correct in all respects. Each condition precedent in this Facility A Agreement is material to the transactions contemplated in this Facility A Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Determining Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Determining Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition The obligation of each Bank to make each Loan shall be subject to the following conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless precedent that on the date of the Borrowing consisting of the Loans then being made by the Banks (a) the following statements shall be true and the Agent and each Bank shall have received an Officers' Certificate requesting such Borrowing (and after giving effect thereto): (aa "Request for Borrowing") Administrative Agent shall have timely received therefor a Notice of Borrowing; (b) all of the representations and warranties of any Company set forth in the Loan Papers are true and correct in all material respects (except to the extent stating that (i) the representations and warranties speak to a specific contained in Article 5, in Section 7.14 and in the Security Documents are true on and as of the date or of such Borrowing with the same effect as though such representations and warranties had been made on and as of such Borrowing, (ii) the facts Creditors have a valid, equal and ratable perfected first priority Security Interest in the Collateral, subject only to Permitted Liens, (iii) there exists on which the date of such representations Borrowing no Event of Default or Default, (iv) since April 30, 1997, no material adverse change has occurred with respect to the business, prospects, earnings, properties or condition, financial or otherwise, of PHI or PHI and warranties are based the PHI Subsidiaries taken as a whole (including, without limitation, any material downward valuation by PHI or any PHI Subsidiary of the Aviation Units, as such term is defined in the PHI Loan Agreement, or any determination by PHI or any PHI Subsidiary that a significant portion of its Receivables, as such term is defined in the PHI Loan Agreement, is uncollectible), (v) since the Effective Date no material adverse change has occurred with respect to the business, prospects, earnings, properties or condition, financial or otherwise, of the Company or the Company and its Subsidiaries taken as a whole (including, without limitation, any material downward valuation by the Company of the Aviation Units or any determination by the Company that a significant portion of its Receivables is uncollectible), and (vi) the business and operations of the Company and all of the Subsidiaries as conducted at all times relevant to the transactions contemplated hereby to and including the close of business on the date of such Borrowing have been changed by transactions contemplated and are in compliance with applicable state and Federal laws, regulations and orders affecting the Company and each Subsidiary and its business and operations, or permitted by any of them, (b) for each Borrowing, the Loan Papers); Agent and each Bank shall have received a Borrowing Base Certificate dated as of the date of such Borrowing, and (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certificationsother approvals, financial informationopinions or documents as the Agent, and projections as Administrative Agent or any Bank through the Agent, may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS Section 7.1 and 7.2Section 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no Issuing Lender will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent or Issuing Lender (as applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.4 hereof; (c) all of the representations and warranties of any Company (or, in addition, with respect to any Borrowing by any Unrestricted Borrower, such Unrestricted Borrower) set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent and Issuing Lenders (as applicable) shall constitute the representation and warranty by Borrower Borrowers to Administrative Funding Agent that and Issuing Lenders that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Issuing Lenders may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or a Notice of LC (together with the applicable LC Agreement), as the case may be; (b) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; and (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2Section 7.1, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received the LC fronting fees provided for in Section 5.4(b) hereof; (c) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties which expressly refer to an earlier date, which are based have been changed by transactions contemplated or permitted by the Loan Paperstrue and correct in all material respects as of such earlier date); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the request LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 7.1, 7.2, and 7.27.3, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have timely received, as applicable, the LC fees provided for in SECTION 5.4; (c) all of the representations and warranties of any each Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurredoccurred since the date of the Current Financials delivered by Borrower to Lenders pursuant to SECTION 7.2 of the Credit Agreement; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings is and issuance of such LC, as the case may be, are permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no LC Issuer will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent (and LC Issuer, if applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent and the applicable LC Issuer shall have received, as applicable, the LC fees provided for in SECTION 5.5 hereof; (c) all of the representations and warranties of any Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions expressly contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent (or LC Issuers, as applicable) shall constitute the representation and warranty by Borrower Borrowers to Administrative Agent that (or LC Issuers, as applicable) that, as of the Borrowing Date or the date of issuance of the requested LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior written approval of Required LendersLenders (or as otherwise set forth in SECTIONS 2.2(c) or 2.3(b)), Lenders may fund any Borrowing Borrowing, and LC Issuers may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS SECTION 7.1 and 7.2SECTION 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless and Administrative Agent will not be obligated to issue any LC, as the case may be, UNLESS on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (TOGETHER WITH the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 5.5 hereof; (c) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of Communications and its Restricted Subsidiaries, any Company Company, or any other Guarantor which could reasonably be expected to be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.219.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; (h) Administrative Agent shall have received, as requested, evidence that the Debt to be incurred as a result of such Borrowing has been incurred or entered into in compliance with the requirements of the Communications Bond Debt, any Exchange Debenture Indenture, and the Certificates of Designation for the Preferred Stock; and (gi) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS SECTION 7.1 and SECTION 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or a Notice of LC (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in SECTION 5.3 and 5.4 hereof; (c) all of the representations and warranties of any Company or any Guarantor set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan Papers); (cd) no change in the financial condition or business of any Company or any Guarantor which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gh) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing and LC Agreement delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 Sections 7.1, Section 7.2 (as applicable) and 7.27.3(a), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, Borrowing unless on the date of such Borrowing (and after giving effect thereto): ), as the case may be: (ai) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing Notice; (bii) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (ix) the representations and warranties speak to a specific date or (iiy) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (ciii) no change in the financial condition or business of Communications and its Restricted Subsidiaries, any Company Company, or any other Guarantor which could reasonably be expected to be a Material Adverse Event shall have occurred; (div) no Default or Potential Default shall have occurred and be continuing; (ev) the funding of such Borrowings is permitted by Law; (fvi) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21Section 9.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; (vii) Administrative Agent shall have received, as requested, evidence that the Debt to be incurred as a result of such Borrowing has been incurred or entered into in compliance with the requirements of the Communications Bond Debt, any Exchange Debenture Indenture, and the Certificates of Designation for the Preferred Stock; (viii) the Borrower shall have satisfied such additional conditions precedent as the Administrative Agent or the Required Lenders may require and (gix) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS Section 7.1 and 7.2Section 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, unless on the date of such Borrowing or issuance (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor LC Request (together with the applicable LC Agreement); (b) Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.4; (c) all of the representations and warranties of any Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of any Company the Companies which could reasonably be expected to be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings or issuance of such LC is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION Section 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gh) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the LC, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2Section 7.1, the Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no Issuing Lender will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) the Administrative Agent or an Issuing Lender (as applicable) shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) the Administrative Agent shall have received (as applicable) the LC fees provided for in Section 5.4 hereof; (c) all of the representations and warranties of any Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the . Each Borrowing will be used to finance a Distribution Notice and LC Request delivered to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections the Issuing Lenders (as Administrative Agent may reasonably request; and (gapplicable) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower the Borrowers to the Administrative Agent that and the Issuing Lenders that, as of the Borrowing Date or the date of issuance of the LC (as the case may be) the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of the Required Lenders, the Lenders may fund any Borrowing Borrowing, and the Issuing Lenders may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless the Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the -------------------------------------- conditions stated in SECTIONS Section 7.1 and 7.2Section 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingand Borrowing Base Certificate (each in accordance with Section 2.6(a)) or an LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received, as applicable, the LC fees provided for in Section 5.5 hereof; (c) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) each of the funding of such Borrowings Borrowing and issuance of such LC, as the case may be, is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21Section 9.20, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (gh) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS SECTION 7.1 and 7.2SECTION 7.2 (as applicable), Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, unless on the date of such Borrowing or issuance (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing Notice; (b) all of the representations and warranties of any Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (c) no change in the financial condition or business of any Company the Companies which could reasonably be expected to be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; (e) the funding of such Borrowings is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, determination and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 and 7.2Section 7.1, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto): ), as the case may be: (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have received the LC fronting fees provided for in Section 5.4(b) hereof; (c) all of the representations and warranties of any Company Loan Party set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties which expressly refer to an earlier date, which are based have been changed by transactions contemplated or permitted by the Loan Paperstrue and correct in all material respects as of such earlier date); (c) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that that, as of the Borrowing Date or the date of issuance of the request LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writingwriting with respect to such subsequent funding or issuance.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS 7.1 SECTION 2.3, SECTION 5.1, and 7.2SECTION 5.2, Facility B Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing (including any Competitive Borrowing), unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Notice of BorrowingBorrowing or Notice of Competitive Borrowing as the case may be; (b) Administrative Agent shall have received the Competitive Bid fees as provided for in SECTION 4.3 hereof, if applicable; (c) all of the representations and warranties of any Consolidated Company set forth in the Loan Papers are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersPapers and, if applicable, supplemental Schedules have been delivered with respect thereto; provided that any changes to SCHEDULES 6.13, 7.12, 7.13 or 7.20 must also be approved by Determining Lenders); (cd) no change in the financial condition or business of any Consolidated Company which could be is a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings is permitted by Law; (fg) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to Permitted Acquisition contemplated by ITEMS (b) or (c) of the extent permitted by SECTION 9.21definition of Permitted Acquisition, Administrative Agent shall have timely received certified copies of any and all purchase agreements (together with, upon the request of Administrative Agent, all schedules and exhibits thereto) executed by any Consolidated Company in connection with such certificationsPermitted Acquisition, accompanied by all financial information, projections, and projections as Administrative Agent may reasonably requestcertifications required by the Loan Papers in connection with a Permitted Acquisition, including, without limitation, all items required in SECTION 5.2; and (gi) all matters related to such Borrowing must be satisfactory to Required Determining Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements in CLAUSES (c), (d), (e), and (f) above are true and correct in all respects. Each condition precedent in this Facility B Agreement is material to the transactions contemplated in this Facility B Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Determining Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuancefunding, unless Required Determining Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. In addition to the conditions stated in SECTIONS Sections 7.1 and 7.2, Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the case may be, unless on the date of such Borrowing (and after giving effect thereto): (a) Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowingor a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent shall have timely received, as applicable, the LC fees provided for in Sections 5.4 and 5.5; (c) all of the representations and warranties of any each Company set forth in the Loan Papers Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Loan PapersDocuments); (cd) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (de) no Default or Potential Default shall have occurred and be continuing; (ef) the funding of such Borrowings is and issuance of such LC, as the case may be, are permitted by Law; (f) in the event all or any part of the proceeds of the Borrowing will be used to finance a Distribution to the extent permitted by SECTION 9.21, Administrative Agent shall have received all such certifications, financial information, and projections as Administrative Agent may reasonably request; and (g) all matters related to such Borrowing must be satisfactory to Required Lenders and their respective counsel in their reasonable determination, and upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers Documents which are necessary to enable Borrower to qualify for such Borrowing. Each Borrowing Notice of Borrowing and LC Request delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Required Lenders, Lenders may fund any Borrowing Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing.