Common use of Conditions Precedent to All Revolving Loans Clause in Contracts

Conditions Precedent to All Revolving Loans. The obligations of the Lenders to make any Revolving Loans are each subject to the further conditions precedent that: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default in the case of the Loans being made on the Agreement Date) shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the representations and warranties made or deemed made by the Borrower in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Revolving Loan with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (d) the Administrative Agent shall have received a timely Notice of Borrowing, and (e) no “default” (as defined in the Senior Credit Agreement) having occurred and be continuing under the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to the Senior Administrative Agent and are sufficient to cure all payments defaults. Each Revolving Loan borrowing shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Revolving Loan borrowing and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Revolving Loan borrowing, as of the date of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making of its initial Revolving Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders Lender to make any Revolving Loans are each or issue, amend, renew or extend any Letter of Credit at any time shall be subject to the further following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default in the case of the Loans being made on the Agreement Date) shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the representations and warranties made or deemed made by the Borrower of each Loan Party contained in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectstext thereof) on and as of the date of the making of such Revolving Loan with the same force and effect Loan, as if though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)); (b) as of the date of any such Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or the use of the proceeds thereof, and except for changes in factual circumstances specifically and expressly permitted under after giving effect to any of the Loan Documentsforegoing, no Event of Default, or event or condition which with notice, or passage of time, or both, would constitute an Event of Default, shall exist; (dc) the Administrative Agent Lender shall have received a timely Notice request for such Revolving Loan or such Letter of BorrowingCredit (or for the amendment, renewal or extension thereof) in accordance with the requirements of the Loan Documents; and (d) as of the date of any such Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or the use of the proceeds thereof, and (e) no “default” (as defined in the Senior Credit Agreement) having occurred and be continuing under the Senior Facility except only for after giving effect to any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to foregoing, the Senior Administrative Agent aggregate principal amount of the Revolving Loans and are sufficient to cure all payments defaultsthe Letter of Credit Usage shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing or the issuance, amendment, renewal or extension of any Letter of Credit delivered by a Borrower shall constitute be deemed to be a certification representation and warranty by each Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 3.2 have been satisfied on and as of the date of the giving of notice relating to such applicable Revolving Loan borrowing andor issuance, unless the Borrower otherwise notifies the Administrative Agent prior to the date amendment, renewal or extension of such Revolving Loan borrowing, as a Letter of the date Credit and after giving effect thereto. The making of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to or the making issuance, amendment, renewal or extension of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making any Letter of its initial Revolving Loan Credit shall not be deemed a modification or waiver by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with of any of the terms of this Agreement have been satisfiedany Loan Document or any Event of Default or event or condition which with notice, or passage of time, or both, would constitute an Event of Default.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders to make any the Revolving Loans are each Loans, including the initial Revolving Loans, is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Revolving Loan of each of the following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default All representations and warranties contained herein and in the case of the Loans being made on the Agreement Date) other Loan Documents that are qualified as to materiality or Material Adverse Effect shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, true and correct and the representations and warranties made or deemed made by the Borrower in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), that are not so qualified shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityrespects, in which each case with the same effect as though such representation or warranty shall be true representations and correct in all respects) warranties had been made on and as of the date of the making of each such Revolving Loan with the same force and after giving effect as if made on and as of such date thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation extent required hereunder or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) under the other Loan Documents on and as of such earlier date). (b) As of the date of any such Revolving Loan or the use of the proceeds thereof, and except for changes in factual circumstances specifically after giving effect to any of the foregoing, no Default or Event of Default shall exist or have occurred and expressly permitted under the Loan Documents, be continuing. (dc) the Administrative Agent shall have received a timely Notice request for such Revolving Loan in accordance with the requirements of Borrowingthis Agreement. (d) As of the date of any such Revolving Loan or the use of the proceeds thereof, and after giving effect to any of the foregoing, no event, condition or circumstance that has or individually or in the aggregate could reasonably be expected to have a Material Adverse Effect shall have occurred. (e) no “default” (as defined in As of the Senior Credit Agreement) having occurred and be continuing under date of any such Revolving Loan or the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where use of the proceeds thereof, and after giving effect to any of the proposed advance are paid directly to foregoing, the Senior Administrative Agent and are sufficient to cure all payments defaultsaggregate principal amount of the Revolving Loans shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing (including any request for the conversion of a Revolving Loan to a LIBOR Loan or a Prime Rate Loan) submitted by Borrower shall constitute be deemed to be a certification representation and warranty by Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 6.2 have been satisfied on and as of the date of the giving applicable Revolving Loan. The making of notice relating to such Revolving Loan borrowing and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Revolving Loan borrowing, as of the date of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making shall not be deemed a modification or waiver by Agent or Lenders of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making any of its initial Revolving Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfiedor any Default or Event of Default.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders Lender to make any Revolving Loans are each at any time shall be subject to the further following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default in the case of the Loans being made on the Agreement Date) shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the representations and warranties made or deemed made by the Borrower of each Loan Party contained in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectstext thereof) on and as of the date of the making of such Revolving Loan with the same force and effect Loan, as if though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)); (b) as of the date of any such Revolving Loan or the use of the proceeds thereof, and except for changes in factual circumstances specifically and expressly permitted under after giving effect to any of the Loan Documentsforegoing, no Event of Default, or event or condition which with notice, or passage of time, or both, would constitute an Event of Default, shall exist; (dc) the Administrative Agent Lender shall have received a timely Notice request for such Revolving Loan in accordance with the requirements of Borrowingthe Loan Documents; and (d) as of the date of any such Revolving Loan or the use of the proceeds thereof, and (e) no “default” (as defined in the Senior Credit Agreement) having occurred and be continuing under the Senior Facility except only for after giving effect to any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to foregoing, the Senior Administrative Agent and are sufficient to cure all payments defaultsaggregate principal amount of the Revolving Loans shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing delivered by a Borrower shall constitute be deemed to be a certification representation and warranty by each Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 3.2 have been satisfied on and as of the date of the giving of notice relating to such applicable Revolving Loan borrowing and, unless the Borrower otherwise notifies the Administrative Agent prior to the date and after giving effect thereto. The making of such Revolving Loan borrowing, as of the date of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making shall not be deemed a modification or waiver by Lender of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making any of its initial Revolving Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfiedany Loan Document or any Event of Default or event or condition which with notice, or passage of time, or both, would constitute an Event of Default.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders to make the Revolving Loans, including the initial Revolving Loans, and to incur any Revolving Loans are each Letter of Credit Obligations is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Revolving Loan of each of the following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default All representations and warranties contained herein and in the case of the Loans being made on the Agreement Date) other Loan Documents that are qualified as to materiality or Material Adverse Effect shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, true and correct and the representations and warranties made or deemed made by the Borrower in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), that are not so qualified shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityrespects, in which each case with the same effect as though such representation or warranty shall be true representations and correct in all respects) warranties had been made on and as of the date of the making of each such Revolving Loan with and the same force incurrence of any Letter of Credit Obligations and after giving effect as if made on and as of such date thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation extent required hereunder or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) under the other Loan Documents on and as of such earlier date). (b) As of the date of any such Revolving Loan or the use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and except for changes in factual circumstances specifically after giving effect to any of the foregoing, no Default or Event of Default shall exist or have occurred and expressly permitted under the Loan Documents, be continuing. (dc) the Administrative Agent shall have received a timely Notice request for such Revolving Loan or Letter of BorrowingCredit in accordance with the requirements of this Agreement. (d) As of the date of any such Revolving Loan or the use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and after giving effect to any of the foregoing, no event, condition or circumstance that has or individually or in the aggregate could reasonably be expected to have a Material Adverse Effect shall have occurred. (e) no “default” (as defined in As of the Senior Credit Agreement) having occurred and be continuing under date of any such Revolving Loan or the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and after giving effect to any of the proposed advance are paid directly to foregoing, the Senior Administrative Agent aggregate principal amount of the Revolving Loans and are sufficient to cure all payments defaultsLetter of Credit Obligations shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing (including any request for the conversion of a Revolving Loan to a LIBOR Loan or a Prime Rate Loan) or issuance of a Letter of Credit submitted by Borrower shall constitute be deemed to be a certification representation and warranty by Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 6.2 have been satisfied on and as of the date of the giving making of notice relating to such applicable Revolving Loan borrowing and, unless or the Borrower otherwise notifies the Administrative Agent prior to the date issuance of such Revolving Loan borrowing, as Letter of the date Credit. The making of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making and issuing of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making Letters of its initial Revolving Loan Credit shall not be deemed a modification or waiver by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other or Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with of any of the terms of this Agreement have been satisfiedor any Default or Event of Default.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders Lender to make any Revolving Loans are each or issue, amend, renew or extend any Letter of Credit at any time shall be subject to the further following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default in the case of the Loans being made on the Agreement Date) shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the representations and warranties made or deemed made by the Borrower of each Loan Party contained in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectstext thereof) on and as of the date of the making of such Revolving Loan with the same force and effect Loan, as if though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)); (b) as of the date of any such Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or the use of the proceeds thereof, and except for changes in factual circumstances specifically and expressly permitted under after giving effect to any of the Loan Documentsforegoing, no Event of Default or Default shall exist; ACTIVE 683704526v8 34 (dc) the Administrative Agent Lender shall have received a timely Notice request for such Revolving Loan or such Letter of BorrowingCredit (or for the amendment, renewal or extension thereof) in accordance with the requirements of the Loan Documents; and (d) as of the date of any such Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or the use of the proceeds thereof, and (e) no “default” (as defined in the Senior Credit Agreement) having occurred and be continuing under the Senior Facility except only for after giving effect to any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to foregoing, the Senior Administrative Agent aggregate principal amount of the Revolving Loans and are sufficient to cure all payments defaultsthe Letter of Credit Usage shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing or the issuance, amendment, renewal or extension of any Letter of Credit delivered by a Borrower shall constitute be deemed to be a certification representation and warranty by each Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 3.2 have been satisfied on and as of the date of the giving of notice relating to such applicable Revolving Loan borrowing andor issuance, unless the Borrower otherwise notifies the Administrative Agent prior to the date amendment, renewal or extension of such Revolving Loan borrowing, as a Letter of the date Credit and after giving effect thereto. The making of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to or the making issuance, amendment, renewal or extension of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making any Letter of its initial Revolving Loan Credit shall not be deemed a modification or waiver by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with of any of the terms of this Agreement have been satisfiedany Loan Document or any Event of Default or Default.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders Lender to make any the Revolving Loans, including the initial Revolving Loans are each is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Revolving Loan of each of the following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default in the case of the Loans being made on the Agreement Date) shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the all representations and warranties made or deemed made by the Borrower contained herein and in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), other Financing Agreements shall be true and correct in all material respects (except in with the case of a representation or warranty qualified by materiality, in which case same effect as though such representation or warranty shall be true representations and correct in all respects) warranties had been made on and as of the date of the making of each such Revolving Loan with the same force and after giving effect as if made on and as of such date thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) accurate on and as of such earlier date); (b) At any time during which the limitations with respect to secured indebtedness and limitation on liens set forth in the Senior Secured Note Indenture remain in effect, Borrower shall, together with any request for a Revolving Loan, deliver a certificate of a Responsible Officer to Lender stating that prior to and after giving effect to the making of such Revolving Loan, the aggregate amount of outstanding Revolving Loans, Capitalized Lease Obligations and Purchase Money Obligations shall not exceed $10,000,000 (or such greater amount as may be agreed to by Borrower, Guarantors and Senior Secured Note Trustee, after the date hereof pursuant to an amendment (in form and substance satisfactory to Lender) to the Senior Secured Note Documents) and except for changes setting forth the calculations with respect thereto; (c) Lender shall received a completed Notice of Borrowing in factual circumstances specifically and expressly permitted under the Loan Documents, form of Exhibit C hereto duly executed by an Authorized Officer (each a "Notice of Borrowing"); and (d) the Administrative Agent no Default or Event of Default shall exist or have received a timely Notice of Borrowing, and (e) no “default” (as defined in the Senior Credit Agreement) having occurred and be continuing under the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to the Senior Administrative Agent on and are sufficient to cure all payments defaults. Each Revolving Loan borrowing shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Revolving Loan borrowing and, unless the Borrower otherwise notifies the Administrative Agent prior to the date making of such Revolving Loan borrowing, as of the date of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making of its initial Revolving Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfiedafter giving effect thereto.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders Lender to make any Revolving Loans are each Loan (including the initial Revolving Loan) is subject to the further fulfillment, in a manner satisfactory to Lender, of each of the following conditions precedent that: precedent: (a) except as an advance may Borrower shall have paid all fees, costs, expenses and taxes then payable by Borrower pursuant to Sections 3 and 9.19 and all other fees, costs and expenses then payable to Lender. (b) The following statements shall be permitted under clause (e) belowtrue, no Default or Event and Borrower's delivery of Default (limited to the Effective Date Events a Notice of Default in the case Borrowing and its acceptance of the Loans being made on the Agreement Date) shall exist as of the date of the making proceeds of such Revolving Loan or would exist immediately after giving effect thereto, each shall be deemed to be a representation and warranty of Borrower on the date of such Revolving Loan that (bi) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, the representations and warranties made contained in Section 8 and in each other Financing Agreement and certificate or deemed made other writing delivered by the or on behalf of Borrower in the Loan Documents (limited to Lender pursuant hereto on or prior to the Effective Date Representations in the case of the Loans being made on the Agreement Date), shall be true and date for such Revolving Loan are correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the such date of the making of such Revolving Loan with the same force and effect as if though made on and as of such date date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, ); (d) the Administrative Agent shall have received a timely Notice of Borrowing, and (eii) no “default” (as defined in the Senior Credit Agreement) having Default or Event of Default has occurred and be is continuing under on such date or would result from the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where the proceeds of the proposed advance are paid directly to the Senior Administrative Agent and are sufficient to cure all payments defaults. Each Revolving Loan borrowing shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Revolving Loan borrowing and, unless the Borrower otherwise notifies the Administrative Agent prior to the date making of such Revolving Loan borrowing, as Loan; and (iii) the aggregate amount of the date of the occurrence of such all Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions Loans (after giving effect to the making of such Revolving Loan) shall not exceed the Borrowing Base. (c) The making of such Revolving Loan contained shall not contravene any law, rule or regulation applicable to Lender or any request, guideline or directive of any Governmental Authority, or expose Lender to any risk of liability. (d) Lender shall have received (i) a Notice of Borrowing in this Article V have been satisfied. Unless set forth in writing to accordance with Section 2.1, and (ii) a Borrowing Base Report at least two but not more than five Business Days before the contrary, date for the making of its initial such Revolving Loan, certified by the controller or chief financial officer of Borrower. (e) All proceedings in connection with the making of such Revolving Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the conditions precedent for transactions contemplated by this Agreement, and all documents incidental thereto, shall be satisfactory to Lender and Lender's special counsel, and Lender and such initial Revolving Loans that special counsel shall have not previously been waived by the Lenders in accordance with the terms received all such information and such counterpart originals or certified or other copies of this Agreement have been satisfiedsuch documents as Lender or such special counsel may reasonably request.

Conditions Precedent to All Revolving Loans. The obligations obligation of the Lenders to make the Revolving Loans, including the initial Revolving Loans, and to incur any Revolving Loans are each Letter of Credit Obligations is subject to the further satisfaction of, or waiver of, immediately prior to or concurrently with the making of each such Revolving Loan of each of the following conditions precedent that: precedent: (a) except as an advance may be permitted under clause (e) below, no Default or Event of Default (limited to the Effective Date Events of Default All representations and warranties contained herein and in the case of the Loans being made on the Agreement Date) other Loan Documents that are qualified as to materiality or Material Adverse Effect shall exist as of the date of the making of such Revolving Loan or would exist immediately after giving effect thereto, (b) except as an advance may be permitted under clause (e) below, in the case of Revolving Loans no violation of the limits described in Section 2.11 would occur after giving effect thereto; (c) except as an advance may be permitted under clause (e) below, true and correct and the representations and warranties made or deemed made by the Borrower in the Loan Documents (limited to the Effective Date Representations in the case of the Loans being made on the Agreement Date), that are not so qualified shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityrespects, in which each case with the same effect as though such representation or warranty shall be true representations and correct in all respects) warranties had been made on and as of the date of the making of each such Revolving Loan with and the same force incurrence of any Letter of Credit Obligations and after giving effect as if made on and as of such date thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation extent required hereunder or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) under the other Loan Documents on and as of such earlier date). (b) As of the date of any such Revolving Loan or the use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and except for changes in factual circumstances specifically after giving effect to any of the foregoing, no Default or Event of Default shall exist or have occurred and expressly permitted under the Loan Documents, be continuing. (dc) the Administrative Agent shall have received a timely Notice request for such Revolving Loan or Letter of BorrowingCredit in accordance with the requirements of this Agreement. (d) As of the date of any such Revolving Loan or the use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and after giving effect to any of the foregoing, no event, condition or circumstance that has or individually or in the aggregate could reasonably be expected to have a Material Adverse Effect shall have occurred. (e) no “default” (as defined in As of the Senior Credit Agreement) having occurred and be continuing under date of any such Revolving Loan or the Senior Facility except only for any payment defaults that are outstanding under the Senior Facility (as confirmed by the Senior Administrative Agent) where use of the proceeds thereof or the incurrence of any Letter of Credit Obligations, and after giving effect to any of the proposed advance are paid directly to foregoing, the Senior Administrative Agent aggregate principal amount of the Revolving Loans and are sufficient to cure all payments defaultsLetter of Credit Obligations shall not exceed the lesser of the Maximum Credit or the Borrowing Base. Each request for a Revolving Loan borrowing (including any request for the conversion of a Revolving Loan to a LIBOR Loan or a Prime Rate Loan) or issuance of a Letter of Credit submitted by Borrower shall constitute be deemed to be a certification representation and warranty by Borrower that the Borrower to the effect set forth conditions specified in the preceding sentence (both Section 6.2 have been satisfied on and as of the date of the giving making of notice relating to such applicable Revolving Loan borrowing and, unless or the Borrower otherwise notifies the Administrative Agent prior to the date issuance of such Revolving Loan borrowing, as Letter of the date Credit. The making of the occurrence of such Revolving Loan borrowing). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Revolving Loan is made that all conditions to the making and issuing of such Loan contained in this Article V have been satisfied. Unless set forth in writing to the contrary, the making Letters of its initial Revolving Loan Credit shall not be deemed a modification or waiver by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other or Lenders that the conditions precedent for such initial Revolving Loans that have not previously been waived by the Lenders in accordance with of any of the terms of this Agreement have been satisfiedor any Default or Event of Default. 1.15 Section 7.25(a). Section 7.25(a) of the Credit Agreement is amended and restated in its entirety to read as follows: (a) Neither the Borrower or its Subsidiaries (i) is a Person or entity with which Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law or (ii) is a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders or (iii) is affiliated or associated with a Person or entity listed in the preceding clause (i) or clause (ii). To the knowledge of Borrower, none of the Credit Parties or their Affiliates, nor any brokers or other agents acting in any capacity in connection with the Revolving Loans or Letters of Credit hereunder (A) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders or (B) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.