Common use of All Credit Extensions Clause in Contracts

All Credit Extensions. At the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after (other than the Second Restatement Effective Date initial Credit Extension on the Closing Date) under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (id) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (id) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after the Second Third Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (d) (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (aSection 3.1(a) through (dSection 3.1(d), both inclusive, of this Section.

All Credit Extensions. At the time The obligation of each Lender and each Issuer to make any Credit Extension made after (including the Second Restatement Effective Date initial Credit Extension) shall be subject to Sections 2.1.4 and 2.1.5 and the satisfaction of each of the conditions precedent set forth in this Section 5.2. SECTION 5.2.1. Conditions for Advances under the Revolving Facility hereunderDisbursement Agreement and the Making of Term A Loans. Not in limitation but in furtherance of the other conditions in this Article V, the following conditions shall be satisfied prior to the making of any Advance under the Disbursement Agreement or any Term A Loan, as the case may be, (a) all conditions to the making of any Advance as set forth in Section 3.2 of the Disbursement Agreement shall be satisfied by the Borrower or otherwise waived in writing by the Administrative Agent in good faith in its sole discretion; (b) the proceeds of the Term B Loan and Term C Loan shall be fully disbursed from the Term B Sub-Account and the Term C Sub-Account, respectively, prior to the making of the Term A Loan (other than advances of the Term A Loan which are made to reimburse the Issuer for, or fund draws under, a Letter of Credit); and (c) the amount to be advanced to the Borrower hereunder and under the Disbursement Agreement for Direct Costs, Indirect Costs, unincorporated materials, investments in Aladdin Music and advances for interest on the Loans shall be limited as set forth in Article 2 of the Disbursement Agreement. SECTION 5.2.2. Conditions for the Making of an Additional Term B Loan and/or Term C Loan. Not in limitation but in furtherance of the other conditions in this Article V, the following conditions shall be satisfied prior to the making of the Loan(s) referred to in Section 2.3.4: (a) each the Administrative Agent shall have received from the Borrower a certificate, dated the date such Loan(s) is to be made, of the representations Secretary of the Borrower as to limited liability company action then in full force and warranties set forth herein effect authorizing the Borrowing of such Loan(s) and the execution, delivery and performance of the Note(s) referred to in the other Loan Documents shall be and remain true and correct in all material respects clause (or in all respects, if qualified by a materiality thresholdb) as of said time, except to the extent the same expressly relate to an earlier datebelow; (b) no Default or Event of Default the Administrative Agent shall have occurred received, for the account of the Lender making such Loan(s), such Lender's Note(s) duly executed and be continuing or would occur as a result delivered by an Authorized Representative of such Credit Extensionthe Borrower; (c) after giving effect if such Lender was not already a Lender prior to any requested extension the making of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (i) in the case of a Borrowingsuch Loan, the Administrative Agent shall have received from such Lender a joinder to this Agreement, which joinder shall be in form and substance reasonably satisfactory to the notice required by Section 2.5 hereofAdministrative Agent; (d) the Administrative Agent shall have received, (ii) in for the case account of the issuance Lender making such Loan(s), such Lender's Note(s) duly executed and delivered by an Authorized Representative of any Letter of Credit the L/C Issuer Borrower; (e) the Administrative Agent shall have received a duly completed Application, and/or an affirmation and acknowledgment (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable and substance satisfactory to the L/C IssuerAdministrative Agent in its sole discretion) from an Authorized Representative of each Obligor; (f) the Administrative Agent shall have received opinions, dated the date such Loan is to be made and addressed to the Agents and the Lenders, from the Borrower's New York counsel and Nevada counsel in form and substance (including opinions as to the non-impairment of any Liens or security interests created under, or any guarantees made under, any Loan Document in favor of the Administrative Agent for the benefit of the Lenders) reasonably satisfactory to the Administrative Agent; and (eg) such Credit Extension shall not violate any Applicable Law with respect to other amendments, approvals, opinions, or documents as the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Sectionmay reasonably request.

All Credit Extensions. At the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (d) (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after the Second SecondThird Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct as of such earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) in the case of any request for a Revolving Loan, after giving effect to any requested extension of creditsuch Revolving Loan, the aggregate principal amount U.S. Dollar Equivalent of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Total Revolving Credit Commitments; (id) in the case of a Borrowing, Borrowing the Administrative Agent shall have received the notice required by Section 2.5 2.4 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed ApplicationApplication together with any fees called for by Section 2.12 hereof, and/or (iii) and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; andIssuer together with fees called for by Section 2.12 hereof; (e) such Credit Extension shall not violate any Applicable order, judgment or decree of any court or other authority or any provision of Law with respect applicable to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, and (f) in the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the L/C Issuer, to extend reasonable opinion of the expiration date of Administrative Agent or increase the amount Required Lenders (in the case of any Letter of Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit hereunderExtension to be denominated in the relevant Alternative Currency. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At the time of each Credit Extension made after (other than the Second Restatement Effective Date initial Credit Extension on the Closing Date) under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (id) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that that, any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.

All Credit Extensions. At The obligations of the time of each Banks to make any Credit Extension made after are subject to the Second Restatement Effective Date under fulfillment of the Revolving Facility hereunderfollowing conditions precedent: (a) On each Borrowing Date, Drawing Date and Bid Bankers Acceptance Creation Date, and after giving effect to the Credit Extensions to be made on each such date (except, in the case where the sum of (i) the aggregate principal amount of the representations Committed Loans and warranties set forth herein (ii) the aggregate face amount of Bankers Acceptances being made or created on such date equals or is less than the sum of (x) the aggregate principal amount of the Committed Loans and (y) the aggregate face amount of Bankers Acceptances, in the other Loan Documents each case to be repaid on such date), (A) there shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) exist no Default or Event of Default Default, (B) the representations and warranties contained in this Agreement shall have occurred be true, correct and be continuing or would occur complete in all material respects on and as a result of such Credit Extension; date to the extent as though made on and as of such date, except with respect to any representation or warranty which specifically refers to an earlier date, and (cC) both before and after giving effect to any requested extension of creditsuch Credit Extension, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement Company shall not exceed be in compliance with the aggregate Revolving Credit Commitments; (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance requirements of any Letter applicable covenants pertaining to its incurrence of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunderunsecured indebtedness. Each request for a Borrowing covered under this Section 3.1 Request, Bid Loan Tender Request Notice, Notice of Drawing and each request for Bid Bankers Acceptance Tender Request Notice submitted by the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 Company hereunder shall be deemed to be constitute a representation and warranty by the Borrower on Company hereunder, as of the date of each such request or notice and as of the date of the applicable Credit Extension as that the conditions in this Section 10.1(a) are satisfied. (b) All documents required by the provisions of this Agreement to be executed or delivered to the facts specified in subsections (a) through (d)Administrative Agent on or before the applicable Borrowing Date, both inclusiveDrawing Date and Bid Bankers Acceptance Creation Date shall have been executed and shall have been delivered to the Administrative Agent at its office indicated pursuant to Section 15, of this Sectionor at such other place designated by the Administrative Agent from time to time, on or before such date.

All Credit Extensions. At The obligation of Lenders to make any Loan is subject to the time of each Credit Extension made after the Second Restatement Effective Date under the Revolving Facility hereunderfollowing conditions: (a) each Administrative Agent shall have received a Borrowing Base Certificate setting forth a calculation of the Borrowing Base and Borrowing Availability as of the end of the most recently ended week and executed by the chief financial officer of Borrowers on behalf of Borrowers; (b) the amount of any requested Revolving Loan shall not exceed Borrowing Availability; and (c) both before and after giving effect to any borrowing, (i) the representations and warranties of Borrowers and each other Loan Party set forth herein in this Agreement and in the other Loan Documents shall be and remain true and correct in all material respects with the same effect as if then made (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly stated to relate to an a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (bii) no Default or Event of Default or Default shall have then occurred and be continuing or would occur as a result of such Credit Extensioncontinuing; (ciii) after giving effect to no injunction, writ, restraining order, or other order of any requested extension of creditnature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remained in force by any Governmental Authority; (iv) no Material Adverse Effect shall have occurred; (v) the Senior Debt to EBITDA Ratio for the twelve month period most recently ended shall not exceed 2.25 to 1.0 prior to a Trigger Event and 2.50 to 1.0 from and after a Trigger Event; and (vi) the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the Revolving Loan Commitment, and the aggregate outstanding Revolving Credit Commitments; (i) in Loans plus the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case outstanding principal balance of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension Term Loans shall not violate any Applicable Law with respect to exceed the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunderBorrowing Base. Each request for a Borrowing covered under this Section 3.1 and each request by Borrowers for the issuance of, increase in the amount of, or extension making of the expiration date of, a Letter of Credit covered under this Section 3.1 Loan shall be deemed to be constitute a representation and warranty by Borrowers that the Borrower on conditions precedent set forth in Section 4.2 will be satisfied at the date time of the making of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this SectionLoan and giving effect thereto.

All Credit Extensions. At the time of each Credit Extension made after the Second Third Restatement Effective Date under the Revolving Facility hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; (c) after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer; and (e) such Credit Extension shall not violate any Applicable Law with respect to the Administrative Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; provided that any such Applicable Law shall not entitle any Lender that is not affected thereby to not honor its obligation hereunder to advance, continue or convert any Loan or, in the case of the L/C Issuer, to extend the expiration date of or increase the amount of any Letter of Credit hereunder. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) through (d), both inclusive, of this Section.