Common use of Conditions of All Borrowings Clause in Contracts

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or for the purposes of paying unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV 4.2 and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) The Borrower shall have satisfied the conditions precedent set forth on Schedule 4.2 hereof to the reasonable satisfaction of the Administrative Agent, or such conditions precedent shall have been waived by the Administrative Agent, prior to any Loan or the issuance of any Letter of Credit that, after giving effect thereto, would cause the Aggregate Credit Exposure to exceed $32,500,000. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Revolving Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section SECTION 2.2(e)), ) and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Revolving Borrowing in accordance with Section SECTION 2.2(b), ) or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section SECTION 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Amendment Effective Date, in the case of the any initial Revolving Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any the facts upon which such representation and warranty are based may be changed as a result of a transaction or occurrence permitted or contemplated hereby or such representation or warranty is expressly stated relates solely to have been made as of a specific prior date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Revolving Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, Notice shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans and any Incremental Term Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the applicable Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents shall be, if otherwise qualified as to materiality shall be by materiality, true and correct correct, and those if not so qualified shall be qualified, true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be be, if otherwise qualified by materiality, true and correct or if not so qualified, true and correct in all material respects, as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The Except as otherwise provided in Section 2.21, the obligation of each Lender to make any Loans hereunder (excluding hereunder, including the initial Revolving Loans made for the purpose of repaying Refunded and Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunderLoans, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Revolving Borrowing in accordance with Section 2.2(b), ) or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b2.21(b), as applicablethe case may be; (b) Each of the representations and warranties contained in Article IV Sections 4.1, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.15, 4.16, 4.17 and in the other Credit Documents qualified as to materiality 4.18 shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made hereunder on the Closing Date hereunderDate) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such datedate hereunder, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; provided, however, that for determinations of whether there is a Default or Event of Default on account of a violation of Section 6.3, the fair market value of the Eligible Investments of the Borrower or any Subsidiary shall be deemed to be the fair market value of the Eligible Investments held by such Person five (5) Business Days before the date of Borrowing. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of CreditBorrowing, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date Date. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or date a Potential Defaulting Lender at the time of issuanceand immediately after giving effect to such Borrowing, the Swingline Lender will not be required to make any Swingline Loans, unless it is satisfied that all related Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the Swingline Lender of the following: (i) in the case of a Defaulting Lender, the Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.22(a)(i); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.22(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent and the Swingline Lender, to protect it against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the any Issuing Lender Bank to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the applicable Issuing LenderBank) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the applicable Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including any Loans made on the Closing Date (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, ) is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, Borrowing or a Notice of Swingline Borrowing or a Letter of Credit NoticeBorrowing, and the consummation of each Borrowing or issuance of a Letter of CreditBorrowing, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuanceDate.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Restatement Effective Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date (except to the extent such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, Notice and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct correct, in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.19(e)), and the obligation of the Issuing Lender to issue issue, extend, increase or renew any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the applicable Swingline LenderLenders) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties of the Borrower contained in Article IV (except the representations set forth in Sections 4.5 and 4.8 which shall only be made on the Closing Date) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance issuance, extension, increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or the Letter of Credit to be issued issued, extended, increased or renewed on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance issuance, extension, increase or renewal of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or renewal.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender Bank to issue any Letters of Credit hereunderhereunder and the Loan Notes Guaranty, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative With respect to any Revolving Loans, the Agent shall have received a Notice of Revolving Borrowing in accordance with Section 2.2(b2.2(c), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing LenderBank) a Letter of Credit Notice in accordance with Section 2.19(b)4.2, as applicable; (b) Each of the representations and warranties contained in Article IV VI and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made hereunder, but only on and as of the Closing Execution Date hereunderwith respect to the initial Borrowings under the Archer Facilities) or such date ox xxxx of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit or Loan Note Guaranty to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such specified date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit or Loan Note Guaranty to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Revolving Borrowing or a Letter of Credit NoticeNotice (and the making of the request for the Borrowing of the Term Loans set forth in Section 2.2(b)), and the consummation of each Borrowing or issuance of a Letter of CreditCredit or Loan Note Guaranty, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Revolving Loans (and, except as otherwise set forth in Section 2.22, any Incremental Loan) hereunder (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e2.02(e) or Reimbursement Obligations pursuant to Section 3.05)), other than the initial extensions of credit on the Closing Date, and the obligation of the Issuing Lender Lenders to issue issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof) or extend any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b)2.02(a) or, or (together with the Swingline Lender) , a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b2.02(c), as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, amended or extended on such date (except to the extent other than any such representation representations or warranty is expressly stated to have been warranties that are made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date) (without duplication of any materiality qualifiers with respect to any such representation or warranty already qualified by materiality or Material Adverse Effect); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, amended or extended on such date. Each giving of a Notice of Borrowing, Borrowing or a Notice of Swingline Borrowing or a Letter of Credit NoticeBorrowing, and the consummation of each Borrowing or issuance issuance, amendment or extension of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and true as of the relevant Borrowing Date or date of issuance, amendment or extension; provided, however, for the avoidance of doubt, that the conditions set forth in subsections (b) and (c) above shall not apply to any Incremental Loan made in connection with any Permitted Acquisition or other similar permitted Investment unless the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement (and, in the case of any Incremental Revolving Facility provided in connection with any Permitted Acquisition or other similar permitted Investment, the Required Revolving Lenders so agree) pursuant to Section 2.22(a)(xii).

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)2.02(e) or Reimbursement Obligations pursuant to Section 3.05), and the obligation of the Issuing Lender to issue issue, amend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof) or extend any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or 2.02(b) (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d2.02(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.02, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent other than any such representation representations or warranty is expressly stated to have been warranties that are made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date) (without duplication of any materiality qualifiers with respect to any such representation or warranty already qualified by materiality or Material Adverse Effect); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and true as of the relevant Borrowing Date or date of issuance; provided, however that the conditions set forth in paragraphs (b) and (c) of this Section 4.02 shall not apply to (A) any Incremental Loan made in connection with any acquisition or other similar Investment permitted by this Agreement and/or (B) any extension of credit under any Refinancing Amendment and/or Extension Amendment unless the lenders in respect thereof (and, in the case of any Incremental Revolving Facility provided in connection with any acquisition or other similar Investment permitted by this Agreement, the Required Revolving Lenders so agree) have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable.

Conditions of All Borrowings. The obligation of each Lender to make or continue any Loans hereunder (excluding hereunder, fund the Term Loan B and make subsequent Revolving Loans made for Loans, the purpose obligation of repaying Refunded Swingline Loans pursuant Bank of America to Section 2.2(e)), make any Swing Line Loan and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b3.2(b), or (together with the Swingline LenderBank of America) a Notice of Swingline Borrowing in accordance with Section 2.2(d) 3.8(a), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)4.2, as applicable; (b) Each of the representations and warranties (taking into account any materiality standards set forth therein) contained in Article IV VIII and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Effective Date, in the case of the funding of the Term Loan B and any Loans Borrowing made on the Closing Date hereunder) ), date of such Swing Line Loan or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans or Swing Line Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans or Swing Line Loans to be made or Letter of Credit to be issued on such date. ; Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing Borrowing, advance of a Swing Line Loan or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.20(e)), and the obligation of the Issuing Lender to issue issue, extend, increase or renew any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b2.20(b), as applicable; (b) Each of the representations and warranties of the Borrowers contained in Article IV (except the representation set forth in Section 4.10 with respect to clauses (i) and (ii) of the definition of “Material Adverse Effect” only) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance issuance, extension, increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance issuance, extension, increase or renewal of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or renewal.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(eSECTION 2.2(E)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(bSECTION 2.2(B), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) SECTION 2.2(D), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) Any Borrowing or issuance of a Letter of Credit for the purpose of satisfying obligations related to the exercise of appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Merger shall require the consent of the Agent, which consent may be given in its sole discretion. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, ) is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, Borrowing or a Notice of Swingline Borrowing or a Letter of Credit NoticeBorrowing, and the consummation of each Borrowing or issuance of a Letter of CreditBorrowing, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuanceDate.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving other than Loans to be made for on the purpose IDHC Acquisition Date the proceeds of repaying Refunded Swingline Loans pursuant which are used to Section 2.2(e)), finance a portion of the consideration paid by the Borrower to consummate the IDHC Acquisition and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, other transactions contemplated thereby) is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties of the Borrower contained in Article IV (except the representations set forth in Sections 4.5 and 4.8 which shall only be made on the Closing Date and except the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such datemade. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuanceDate.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.19(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties contained in Article IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender the Lenders to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender Bank to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing Borrowing, if required, in accordance with Section 2.2(bSECTION 2.2(A), or (together with the Swingline Lender) a Notice of Swingline Borrowing Bid Request in accordance with Section 2.2(dSECTION 2.3(A) or (together with the Issuing Lender) a Letter of Credit Notice Request in accordance with Section 2.19(bSECTION 2.20(B), as applicable; (b) Each of the representations and warranties made by the Borrower contained in Article ARTICLE IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date for new Borrowings (including the Closing Dateother than conversions with no new funds advanced), in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such datethe Borrowing Date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any the facts upon which such representation and warranty are based may be changed as a result of transactions permitted or contemplated hereby or such representation or warranty is expressly stated relates solely to have been made a prior date and except for new Subsidiaries for whom the representations and warranties shall apply only as of a specific date, in which case such representation or warranty shall be true and correct as the date of such date); andrepresentation; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) The security interests in the Collateral previously pledged to the Administrative Agent, for the benefit of the Lenders, pursuant to the Loan Documents shall remain in full force and effect. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit NoticeRequest, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (B) and 3.2(c(C) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make ---------------------------- any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section SECTION 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Revolving Borrowing in accordance with Section SECTION 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section SECTION 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.3, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Revolving Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.19(e)), and the obligation of the Issuing Lender to issue issue, extend, increase or renew any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties of the Borrowers contained in Article IV (except the representations set forth in Sections 4.5 and 4.8 which shall only be made on the Closing Date) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance issuance, extension, increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or the Letter of Credit to be issued issued, extended, increased or renewed on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance issuance, extension, increase or renewal of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or renewal.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender Lenders to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the applicable Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Restatement Effective Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date (except to the extent such representation and warranty is qualified by materiality or reference to Material Adverse Effect or Material Adverse Change, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, Notice and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.19(e)), and the obligation of the Issuing Lender to issue issue, extend, increase or renew any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the applicable Swingline LenderLenders) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties of the BorrowersBorrower contained in Article IV (except the representations set forth in Sections 4.5 and 4.8 which shall only be made on the Closing Date and except the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance issuance, extension, increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or the Letter of Credit to be issued issued, extended, increased or renewed on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance issuance, extension, increase or renewal of a Letter of Credit, shall be deemed to constitute a representation by the Borrower BorrowersBorrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or renewal.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including any Loans made on the Restatement Effective Date (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender Lenders to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the applicable Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date (except to the extent such representation and warranty is qualified by materiality or reference to Material Adverse Effect or Material Adverse Change, in which case, such representation and warranty shall be true and correct in all respects or except to the extent that such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, Notice and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans and any Incremental Term Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans and any Incremental Term Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuanceDate.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date:Date or date of issuance (it being understood that no amendment, waiver or modification to any condition precedent in this Section 4.2 to any Borrowing of Revolving Loans or Issuance of a Letter of Credit shall take effect unless agreed to by the Required Revolving Credit Lenders): (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents shall be, if otherwise qualified as to materiality shall be by materiality, true and correct correct, and those if not so qualified shall be qualified, true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be be, if otherwise qualified by materiality, true and correct or if not so qualified, true and correct in all material respects, as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Revolving Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section SECTION 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section SECTION 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section SECTION 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Initial Closing Date, in the case of the any initial Revolving Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make ---------------------------- any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section SECTION 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section SECTION 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section SECTION 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.3, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any ---------------------------- Loans hereunder hereunder, (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)2.2), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case respects on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) With respect to Borrowings of Loans other than Swingline Loans, the aggregate amount of cash and Cash Equivalents held by the Borrower and its Subsidiaries shall not have exceeded $10,000,000 for the period of five (5) consecutive Business Days ending on the Business Day immediately prior to such Borrowing; provided that the Borrower may make a Borrowing under such -------- circumstances if it certifies in the applicable Notice of Borrowing that substantially all of such cash and Cash Equivalents and the proceeds of such Borrowing will be disbursed to third parties for permitted business purposes within five (5) Business Days following such Borrowing. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing (including each Swingline Borrowing under the procedures of a cash management program as described in Section 2.2(d)) or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance. Each Borrowing of a Loan other than a Swingline Loan shall be deemed to constitute a representation by the Borrower that the statements contained in subsection (d) above are true as of the relevant Borrowing Date.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b4.2(b) and 3.2(c4.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(eSECTION 2.2(E)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(bSECTION 2.2(B), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) SECTION 2.2(D), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(bSECTION 2.2(B), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e2.2(d)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Revolving Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) 2.2(c), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make ---------------------------- any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) If required to have been executed and delivered pursuant to Section 6.11(a), the Administrative Agent shall have received, in sufficient copies for each Lender, the Subsidiary Guaranty duly completed and executed by each Subsidiary of the Borrower and delivered to the Administrative Agent for and on behalf of the Lenders, in addition to the favorable opinion of (A) Xxxxxx & Xxxx PC, or another law firm reasonably acceptable to the Administrative Agent, as special counsel to the Borrower, in substantially the form of Exhibit H-7, and (B) Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx & Xxxxx, L.L.P. or such other law firm reasonably acceptable to the Administrative Agent, as FCC Counsel to the Borrower, in substantially the form of Exhibit H-8, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender the Lenders to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender Bank to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing Borrowing, if required, in accordance with Section 2.2(bSECTION 2.2(A), or (together with the Swingline Lender) a Notice of Swingline Borrowing Bid Request in accordance with Section 2.2(dSECTION 2.3(A) or (together with the Issuing Lender) a Letter of Credit Notice Request in accordance with Section 2.19(bSECTION 2.18(B), as applicable; (b) Each of the representations and warranties made by the Borrower contained in Article ARTICLE IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date for new Borrowings (including the Closing Dateother than conversions with no new funds advanced), in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such datethe Borrowing Date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any the facts upon which such representation and warranty are based may be changed as a result of transactions permitted or contemplated hereby or such representation or warranty is expressly stated relates solely to have been made a prior date and except for new Subsidiaries for whom the representations and warranties shall apply only as of a specific date, in which case such representation or warranty shall be true and correct as the date of such date); andrepresentation; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) The security interests in the Collateral previously pledged to the Agent, for the benefit of the Lenders, pursuant to the Loan Documents shall remain in full force and effect. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit NoticeRequest, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (B) and 3.2(c(C) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)) or for the purposes of paying unpaid Reimbursement Obligations pursuant to Section 3.5), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV 4.2 and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.; and

Conditions of All Borrowings. The obligation of each Lender the Lenders to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender Bank to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing Borrowing, if required, in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(dSECTION 2.2(A) or (together with the Issuing Lender) a Letter of Credit Notice Request in accordance with Section 2.19(bSECTION 2.18(B), as applicable; (b) Each of the representations and warranties made by the Borrower contained in Article ARTICLE IV and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date for new Borrowings (including the Closing Dateother than conversions with no new funds advanced), in the case of the any Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such datethe Borrowing Date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any the facts upon which such representation and warranty are based may be changed as a result of transactions permitted or contemplated hereby or such representation or warranty is expressly stated relates solely to have been made a prior date and except for new Subsidiaries for whom the representations and warranties shall apply only as of a specific date, in which case such representation or warranty shall be true and correct as the date of such date); andrepresentation; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date; and (d) The security interests in the Collateral previously pledged to the Agent, for the benefit of the Lenders, pursuant to the Loan Documents shall remain in full force and effect. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit NoticeRequest, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (B) and 3.2(c(C) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make or continue any Loans hereunder (excluding hereunder, fund the Term Loan B and make subsequent Revolving Loans made for Loans, the purpose obligation of repaying Refunded Swingline Loans pursuant Bank of America to Section 2.2(e)), make any Swing Line Loan and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(bSECTION 3.2(b), or (together with the Swingline LenderBank of America) a Notice of Swingline Borrowing in accordance with Section 2.2(d) SECTION 3.8(a), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 4.2, as applicable; (b) Each of the representations and warranties (taking into account any materiality standards set forth therein) contained in Article IV ARTICLE VIII and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Effective Date, in the case of the funding of the Term Loan A and any Loans Borrowing made on the Closing Date hereunder) ), date of such Swing Line Loan or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans or Swing Line Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and; (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans or Swing Line Loans to be made or Letter of Credit to be issued on such date. ; Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing Borrowing, advance of a Swing Line Loan or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e) or for the purpose of paying unpaid Reimbursement Obligations pursuant to Section 2.19(e)), and the obligation of the Issuing Lender to issue issue, extend, increase or renew any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the applicable Swingline LenderLenderLenders) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b), as applicable; (b) Each of the representations and warranties of the Borrowers contained in Article IV (except the representations set forth in Sections 4.5 and 4.8 which shall only be made on the Closing Date and except the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date hereunder) or such date of issuance issuance, extension, increase or renewal of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or the Letter of Credit to be issued issued, extended, increased or renewed on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued issued, extended, increased or renewed on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance issuance, extension, increase or renewal of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Borrowers that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance, extension, increase or renewal.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder (excluding Revolving Loans made for hereunder, including the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e))initial Loans, and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender to make any Loans hereunder hereunder, including the Loans to be made on the Restatement Effective Date (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(eSECTION 2.2(E)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(bSECTION 2.2(B), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) SECTION 2.2(D), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)SECTION 3.2, as applicable; (b) Each of the representations and warranties contained in Article IV ARTICLE V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Restatement Effective Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Notice, and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower Matria (and each other applicable Borrower) that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Restatement Effective Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, Notice and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.

Conditions of All Borrowings. The obligation of each Lender and the Swingline Lender to make any Loans hereunder hereunder, including the initial Loans (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(e)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing DateDate or date of issuance: (a) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(d) ), or (together with the Issuing Lender) a Letter of Credit Notice in accordance with Section 2.19(b)3.2, as applicable; (b) Each of the representations and warranties contained in Article IV V and in the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any initial Loans made on the Closing Date hereunder) or such date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date. Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing Borrowing, or a Letter of Credit Notice, Notice and the consummation of each Borrowing or issuance of a Letter of Credit, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(bsubsections (b) and 3.2(c(c) above are true, both as of the date of such notice or request and as of the relevant Borrowing Date or date of issuance.