Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on the occasion of any Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects (unless any such representation or warranty is qualified by or subject to a materiality qualification (including “Material Adverse Effect” or similar term of qualification), in which case such representation or warranty shall be correct) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (or, if stated to have been made as of an earlier date,, were true and correct (in all material respects, as the case may be) as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of would constitute a Default, ; and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on (i) in the date case of such Borrowing (a) the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 respect thereto, and (bii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that Company that, on the date of such Borrowing Borrowing, such statements are true): (ia) the The representations and warranties contained in Article V, other than Section 5.04(b4.01 (excluding the representation and warranty contained in the last sentence of Section 4.01(e)) and Section 5.05, are true and correct in all material respects (unless the same are qualified by materiality, in which case the same shall be correct in all respects) on and as of the date of such Borrowing, or, if any such representation or warranty is expressly stated to have been made as of a specific date as of such specific date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ax) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (by) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Borrower contained in Article V, Section 4.01 (other than in Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan any Advance on the occasion of each Borrowing (other than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (a) on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or Default; (b) the Agent shall have received a properly completed Part I of Federal Reserve Form U-1, duly executed by an Event authorized representative of Default, the Initial Borrower; and (iiic) after giving effect to the Agent shall have received such Borrowing and all other Borrowings which have been requested on approvals, opinions or prior to such date but which have not been made prior to such date, documents as the aggregate principal amount of all Borrowings will not exceed Required Lenders through the Total CommitmentAgent may reasonable request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance (including the initial Advance) on the occasion of any Borrowing shall be subject to the further conditions precedent that on or before the date of such Borrowing (a) the Administrative Agent this Agreement shall have received a Notice of Borrowing in accordance with become effective pursuant to Section 2.02 3.01 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the applicable Borrower of the applicable Notice of Borrowing and the acceptance by such Borrower of the proceeds of such Borrowing shall constitute its representation and warranty that on and as of the date of such Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct: (a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date,date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period); (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, which constitutes a Default or an Event of Default, Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (iiic) after giving effect to the aggregate amount of the borrowings under this Agreement (including such Borrowing Borrowing) and all under other Borrowings which have been requested on agreements or prior to facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date but which have not been made prior (to the extent any such date, limit on aggregate borrowings exists from time to time) by the aggregate principal amount Boards of all Borrowings will not exceed the Total CommitmentDirectors of Parent and of each Borrower.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on (i) in the date case of such Borrowing (a) the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 respect thereto, and (bii) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that Company that, on the date of such Borrowing Borrowing, such statements are true): (ia) the The representations and warranties contained in Article VSection 4.01 (excluding, other than in the case of any Borrowing that will not result in an increase in the aggregate principal amount of Advances outstanding, the representation and warranty contained in the last sentence of Section 5.04(b4.01(e)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of DefaultDefault or that would constitute an Event of Default but for the requirement that notice be given or time elapse, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentboth.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make a Loan an Advance on the occasion of any Borrowing shall be (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the further following conditions precedent that on the date of such Borrowing precedent: (a) the The Pro Rata Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Company contained in Article V, other than Section 5.04(b) and Section 5.05, IV are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank the Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such each Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default (other than, so long as the Merger Agreement is still in effect, any Default under Section 6.01(b), (c), (d), (f), (g) or an Event of Default, (i)); and (iii) after giving effect unless the Merger Agreement has terminated, all of the proceeds of the Borrowing shall be used to such Borrowing make payments in respect of the BofA Credit Agreement and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.Collar Transaction in accordance with Sections 2.01(b) and 2.10. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f)(i) thereof) are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date,, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such earlier date), and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make a Loan an Advance on the occasion of any Borrowing shall be (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the further following conditions precedent that on the date of such Borrowing precedent: (a) the The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Company contained in Article V, other than Section 5.04(b) and Section 5.05, IV are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Bank of the Appropriate Lenders to make a Loan an Advance on the occasion of any each Borrowing (including each Borrowing made on the Effective Date) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that that, both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each of the Loan Documents are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the date of such Borrowing, in which case as of such specific date,); and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed Appropriate Lenders through the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f)(i) thereof) are true and correct in all material respects on and as of such date (except to the date extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of such Borrowingearlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the Closing Date) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) determined that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case as of such specific date,; (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, ; and (iii) for each Advance, the Borrowing Base Amount (less the Intangible Tax Reserve) exceeds the aggregate principal amount of Advances then outstanding after giving effect to such Borrowing Advance; and all (b) the Administrative Agent shall have received such other Borrowings which have been requested on approvals, opinions or prior to such date but which have not been made prior to such date, documents as any Lender Party through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on the occasion of an Advance in connection with any Borrowing (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing, (ai) the Administrative Agent shall have received a Notice of Contract Borrowing in accordance with Section 2.02 or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSection 4.01 (excluding for all Borrowings, other than Section 5.04(bthe initial Borrowings, those contained in subsections (f), (j), (k), and (l) and Section 5.05, thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance (other than any Conversion) on the occasion of any each Borrowing after the date of the initial Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article VSection 4.01 (except, other than Section 5.04(bin the case of any Borrowing after the date of the initial Borrowing, the representations set forth in the last sentence of clause (e)(i) thereof and Section 5.05, in clause (f) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent any such representation or warranty, by its terms, refers to a different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case as of such specific date, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes that would result in a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Term Loan on the occasion of any each request for a Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred or shall occur simultaneously with such Borrowing and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Borrower of the proceeds of any such Borrowing Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing Borrowing, such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b) 4.01 are correct on and Section 5.05, as of the Effective Date and are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromthereof, as though made on and as of such date (except for those representations and warranties that specifically relate to a prior date,, which shall have been correct on such prior date); (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, ; and (iiic) after giving effect to such the Agent shall have received a Notice of Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, in accordance with the aggregate principal amount of all Borrowings will not exceed the Total Commitmentrequirements hereof.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including a Borrowing on the Effective Date) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing borrowing such statements are true): (i) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 5.01 of this Agreement are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (b) Lender shall have received such other approvals, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on opinions or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentdocuments as it reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent (without limitation of the conditions precedent to the Effective Date set forth in Section 4.01) that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):): Table of Contents (ia) the representations and warranties contained in Article V, Section 5.01 made by the Borrower (other than Section 5.04(bthe representations and warranties contained in clauses (f)(i) and (g) of Section 5.05, 5.01) are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that any such representation or warranty relates to a specific earlier date in which case it was true as of such earlier date,), and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ax) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (by) on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Borrower contained in Article V, Section 4.01 (other than in Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank -------------------------------------- Lender to make a Loan on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance Agent shall have received the notice required by Section 2.1(b), which notice shall be deemed to be a certification by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):that: (i) the representations and warranties contained in Article V, Section 5.1 and in the other than Section 5.04(b) and Section 5.05, Loan Documents are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent they relate specifically to any earlier date,, in which case such representations and warranties shall continue to have been correct in all material respects as of such date). (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromBorrowing, which constitutes a an Event of Default or an Potential Event of Default, and (iii) all Loan Documents are in full force and effect, (iv) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such dateLoan, the aggregate outstanding principal amount of all Borrowings will the Loans plus the Letter of Credit Usage shall not exceed the Total CommitmentRevolving Commitment then in effect, and (b) each Lender shall have received such other approvals, opinions or documents as any Lender or the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ax) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 2.02, (y) if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.18(b) with respect to such Designated Subsidiary shall have been satisfied, and (bz) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Company contained in Article V, Section 4.01 (other than in Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on the occasion of any Borrowing an Advance shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the representations and warranties of the Company contained in Article VSection 4.01 (except, in the case of a Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in subsections (f), (h)-(l) and (n) thereof) are correct in all material respects (other than Section 5.04(b) and Section 5.05any representation or warranty qualified by materiality or Material Adverse Effect, are which shall be true and correct in all material respects respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Default; and (b) the Administrative Agent shall have received such other approvals, opinions or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ax) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 2.02, (y) if the Advance is to be made to a Designated Subsidiary, the conditions set forth in Section 2.19(b) with respect to such Designated Subsidiary shall have been satisfied, and (bz) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Company contained in Article V, Section 4.01 (other than in Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make a Loan an Advance on the occasion of any Borrowing shall be (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the further following conditions precedent that on the date of such Borrowing precedent: (a) the The Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and 2.02; and (b) On the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Company contained in Article V, other than Section 5.04(b) and Section 5.05, IV are true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.. Article VII

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on the occasion of an Advance in connection with any Borrowing (including without limitation, the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing, (ai) the Administrative Agent shall have received a Notice of Contract Borrowing in accordance with Section 2.02 or Notice of Competitive Borrowing, executed and completed by a Financial Officer of the Borrower, and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSECTION 4.01 (excluding for all Borrowings, other than Section 5.04(bthe initial Borrowings, those contained in SUBSECTIONS (F), (J), (K), and (L) and Section 5.05, thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance pursuant to Section 2.01, and the right of the Borrower to request a Loan on the occasion of any Borrowing Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case as of such specific date,; (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, ; and (iii) after giving effect the proceeds of each Borrowing shall be used to such pay the invoices identified in the Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.Notice; and

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on an Advance in connection with any Borrow (including without limitation, the occasion of any Borrowing initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing, (ai) the Administrative Agent shall have received a Notice of Contract Borrowing or Notice of Competitive Borrowing (or, in accordance with Section 2.02 the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing), executed and completed by a Financial Officer of the Company, and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Competitive Borrowing (or, in the case of a Canadian Borrowing comprised of Acceptances, a Notice of Drawing) and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VIV (excluding for all Borrowings, other than Section 5.04(bthe initial Borrowings, those contained in 49 45 subsections (f), (j), (k) and Section 5.05, (l) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any Borrowing each Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the such Borrower that on the such date of such Borrowing such statements are true): (i) the representations and warranties contained in Article VSection 4.01 (except, other than in the case of a Borrowing, the representations set forth in the last sentence of subsection (e) thereof and in Section 5.04(b(f)(i) thereof) are correct on and Section 5.05as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation effectiveness of each Bank Section 2.01(a) and the right of the Borrower to make a Loan on the occasion of any Borrowing request Advances shall be subject to the further following additional conditions precedent that on precedent: (a) Each Borrower shall have paid all fees accrued as of the date of such Borrowing Advances of the Agents and the Lenders and all reasonable expenses of the Agents (aincluding the accrued fees and expenses of counsel to the Agents) following presentation, in the Administrative Agent shall have received a Notice case of Borrowing in accordance with Section 2.02 and any expense, of reasonably detailed invoices therefor. (b) On the date of such Advances the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing Advances shall constitute a representation and warranty by the Borrower that both on the date of such Borrowing notice and on the date of such Advance such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, this Agreement are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Advances or issuance and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any such representation and warranty is expressly made as of a specified earlier date,); and (ii) no event Default has occurred and is continuing, or would result from such Borrowing Advances or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank the Lender to make a Loan Revolving Credit Advance on the occasion of any Borrowing each borrowing hereunder (including the initial borrowing) shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and the further conditions precedent that on the date of such Borrowing borrowing, (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (bA) the following statements shall be true and (B) the Lender shall have received (x) a Notice of Borrowing, for such borrowing, and each (y) a certificate signed by a Responsible Officer of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on dated the date of such Borrowing such statements are true):borrowing stating that: (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the such date (except that those that expressly relate to a prior date shall be true as though made on and as of such Borrowingprior date), before and after giving effect to such Borrowing and to borrowing, and, the application of the proceeds therefrom, as though made on and as of such date,; (ii) no event Default or Event of Default has occurred and is continuing, or would result from such Borrowing borrowing, or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, ; and (iii) after giving effect to such Borrowing and all other Borrowings which the Loan Parties have been requested on or prior to such date but which have not been made prior to such date, no undrawn availability under the aggregate principal amount of all Borrowings will not exceed the Total CommitmentPrimary Facility (if one is then in effect).

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 respect thereto, and (b) on the date of any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; provided, that such condition shall not apply to the last sentence of Section 4.01(e) in connection with any Advance made to pay maturing commercial paper issued under the Borrower’s commercial paper program; and (ii) no No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, which constitutes a Default or therefrom that would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse, and or both; and (iiic) after giving effect to the Administrative Agent shall have received such Borrowing other approvals, opinions and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) and the obligation of the Swing Line Banks to make Swing Line Advances hereunder shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements (other than any such statements with respect to representations and warranties made by the other Borrower) are true): (i) the The representations and warranties contained in Article V, other than III of the Guarantee (excluding that set forth in the last sentence of Section 5.04(b3.05 thereof) and contained in Article IV hereof (excluding that contained in Section 5.05, 4.01(l)) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event No Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, ; and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Appropriate Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of each such Borrowing such statements are trueBorrowing, the Borrower shall be deemed to have represented and warranted that): (i) the representations and warranties of each Loan Party contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except, in each case, with respect to representations and warranties made only as of, or relating to, an earlier date; (ii) no event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, ; and (iii) in the case of a Borrowing after a Qualified IPO, after giving effect to such Borrowing and all other Borrowings which have been requested the application of proceeds thereof, the ratio of Consolidated Total Net Debt of the Parent and its Subsidiaries as of the date of such Borrowing to Adjusted EBITDA of the Parent and its Subsidiaries for the Measurement Period most recently completed on or prior to the date of such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will Borrowing shall not exceed the Total Commitment5.50 to 1.0.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) Borrowing: the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true): (i) the ): The representations and warranties contained in Article V, other than Section 5.04(b4.01 (excluding those contained in subsections (e) and Section 5.05, (f) thereof except in the case of the initial Borrowing) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no ; and No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Prepayment Event or an Event of DefaultDefault or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both. The Administrative Agent shall have received such other approvals, and opinions or documents with respect to the truth of the foregoing statements (iiii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, (ii) as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date,, in which case they shall be true and correct as of such earlier date); and (ii) no event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSection 4.01 (except for, other than Section 5.04(bin the case of any Borrowing after the initial Borrowing hereunder, the representation and warranty set forth in Sections 4.01(e)(iii) and Section 5.05, 4.01(f)(i)) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that Credit Agreement any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date,), and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ai) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (bii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the The representations and warranties of the Borrower contained in Article V, IV (other than the representations set forth in the second sentence of Section 5.04(b4.01(e) and clause (i) of Section 5.05, 4.01(f) to the extent the proceeds of such Borrowing are true and used to repay Commercial Paper) are correct in all material respects on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan an Advance on the occasion of any each Borrowing (including, without limitation, the initial Borrowing), and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company and the applicable Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSection 4.01 (not including, other than in the case of any Borrowing after the initial Borrowing hereunder, the representation and warranty set forth in Section 5.04(b4.01(b)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent any of such representations and warranties expressly relate to an earlier date,), and (iib) no event Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentthereof.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred, and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f)(i) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date,, in which case as though made on and as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which therefrom that constitutes a Default Default; and (b) the Agent shall have received such other approvals, opinions or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ai) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (bii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the The representations and warranties of the Borrower contained in Article V, other than Section 5.04(b) and Section 5.05, IV are true and correct in all material respects on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Appropriate Lender to make a Loan an Advance on the occasion of any each relevant Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties of the Borrower contained in Article VSection 4.01 (except, other than Section 5.04(bin the case of any Borrowing, the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f)(i) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect the Borrowing is within any mandatory debt limitations established by the Board of Directors of the Borrower; and and (b) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request related to such Borrowing and all other Borrowings which have been requested on clauses (a)(i) or prior to such date but which have not been made prior to such date, the aggregate principal amount (ii) of all Borrowings will not exceed the Total Commitmentthis Section.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on the occasion of any Borrowing Advances shall be subject to the following further conditions precedent that that, on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with an Advance pursuant to Section 2.02 and (b) 2.4 hereof, the following statements shall be true (and each of correct, and the giving making by Borrower of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing Request for Advance shall constitute a its representation and warranty by the Borrower that on as of the date of such Borrowing such Request for Advance is given, the following statements are true):true and correct: (i) the The representations and warranties contained in Article VV of this Agreement, in each of the Deed of Trust, in the Security Agreement, and in any of the other than Section 5.04(b) and Section 5.05, Loan Documents are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, unless such representations and warranties are expressly stated to be made as of an earlier date; (ii) no No event has occurred and is continuing, or would result from such Borrowing Borrowing, conversion or from the application of the proceeds therefromcontinuation, which constitutes a Default or would constitute an Event of Default or Default, and; (iii) after giving effect The most recent financial statements of Borrower delivered pursuant to Section 6.3 present fairly the financial position of Borrower as of the date of, and for the periods presented in, such Borrowing financial statements, and all other Borrowings which have been requested on or prior to since the date of such date but which have financial statements there has not been made prior to such date, any material adverse change in the aggregate principal amount financial condition of Borrower; and (iv) Borrower is in compliance with all Borrowings will not exceed the Total Commitmentcovenants contained in Article VI of this Agreement.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ai) the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received a Notice of Borrowing such Note in accordance with Section 2.02 2.02(g), and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the Excluded Representations) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSection 4.01 (not including, other than Section 5.04(bin the case of any Borrowing after the initial Borrowing, the Excluded Representations) and Section 5.05, are true and correct in all material respects on and as of the date of such BorrowingBorrowing (other than any such representation and warranty that expressly speaks as of a date other than the date thereof, in which case such representation and warranty shall be true and correct in all material respects on and as of such other date as if made on and as of said date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no event No Event of Default or event, which, with the giving of notice or the passage of time or both, would be an Event of Default, has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentproceeds.

Conditions Precedent to Each Borrowing. The obligation of each Bank to -------------------------------------- make a any Loan (including BABC's initial Loan on the occasion of any Borrowing Effective Date) shall be subject to the further conditions precedent that that: (a) The following statements shall be true and correct on the date of such Borrowing (a) Loan, before and after giving effect thereto and to the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower application of the proceeds of from the Loans being made on such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):date: (i) the The representations and warranties contained in Article V, other than Section 5.04(b) IV and Section 5.05, in each of the Collateral Documents are true and correct in all material respects on and as of the such date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; (ii) no No event has occurred and is continuing, or would result from the Loans being made on such Borrowing or from the application of the proceeds therefromdate, which constitutes a Default or an Event of Default, ; and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate The outstanding principal amount of the Revolving Credit Loans (including the proposed Loan), together with the aggregate amount of all Borrowings will outstanding Letters of Credit and unpaid Obligations does not exceed either (i) the Total Commitmentaggregate Revolving Credit Loan Commitments, or (ii) the Borrowing Base. (b) Each request for a Revolving Credit Loan shall be deemed to be an affirmation that the statements in Section 3.3(a) hereof are true as of the date of such request. The Agent shall have received for the account of each Bank a certificate, signed by a Responsible Officer of Borrower, dated the date of such Loan, stating that the conditions specified in Section 3.3(a) above have been met. (c) BABC shall have received a Notice of Borrowing in accordance with Section 2.3 hereof; (d) The Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request upon reasonable notice.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) in the case of the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 and respect thereto, (b) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of DefaultDefault or that would constitute an Event of Default but for the requirement that notice be given or time elapse, and or both; and (iiic) after giving effect to the Administrative Agent shall have received such Borrowing other approvals, opinions and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) the representations and warranties contained in Article Veach Loan Document are correct in all material respects, other than Section 5.04(b) only to the extent that such representation and Section 5.05warranty is not otherwise qualified by materiality or Material Adverse Effect on and as of such date, are in which case such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects, before and after giving effect to such Borrowing Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date,, other than any such representations or warranties that, by their terms, refer to an earlier date other than the date of such Borrowing, issuance or renewal, in which case as of such earlier date; and (ii) no event has occurred and is continuing, or would result from such Borrowing Borrowing, issuance or renewal or from the application of the proceeds proceeds, if any, therefrom, which that constitutes a Default or an Event of Default, and. (iiib) after giving effect to such Borrowing and all other Borrowings which The Borrower shall have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount delivered a Notice of all Borrowings will not exceed the Total CommitmentBorrowing.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan an Advance on the occasion of any each Borrowing and the obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing (a) or the Administrative Agent shall have received date of issuance, amendment, extension or renewal of a Notice Letter of Borrowing in accordance with Section 2.02 and (b) Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing and/or the receipt of a notice requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true): (ia) the The representations and warranties contained in Article V, Section 4.01 (other than Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such BorrowingBorrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article VSection 4.01 (except the representations set forth in subsection (c)(ii) thereof and in subsection (d)(i) thereof) (and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter, other than Section 5.04(bthe representation set forth in subsection (i) and Section 5.05, of paragraph 5 thereof) are true and correct in all material respects on and as of such date (except to the date of such Borrowingextent that any expressly relate to any earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan Revolving Credit Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing SIDLEY XXXXXX XXXXX & XXXX LLP 25 and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Default; and (b) the Agent shall have received such other approvals, opinions or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further additional conditions precedent that on the date of such Borrowing (a) immediately before and after giving effect to such Borrowing and to the Administrative Agent shall have received a Notice application of Borrowing in accordance with Section 2.02 and (b) proceeds therefrom, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing Borrowing, shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Borrowing or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (i) the The representations and warranties contained in Article V, Section 7.01 (other than Section 5.04(bsubsections (e), (f) and Section 5.05, (i) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically refer to an earlier date,, in which case they shall be true and correct in all material respects as of such earlier date); (ii) no No event has occurred and is continuing, or would result from such Borrowing (or from the application of the proceeds therefrom), which constitutes a an Event of Default or an Unmatured Event of Default, ; and (iii) after giving effect to The Facility Usage at such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will time does not exceed the Total CommitmentAggregate Commitments at such time, and (b) the Administrative Agent shall have received such other documents as any Bank through the Administrative Agent may reasonably request related to clauses (a)(i) or (a)(ii) above.

Conditions Precedent to Each Borrowing. The obligation of each ---------------------------------------- Bank to make a an Advance under the Revolving Credit Loan on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 the terms of this Agreement and (b) the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing Borrowing, and the acceptance by the Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): true and correct): (ia) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, V of this Agreement are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date, , and (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes (or would constitute) a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Appropriate Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing), shall be subject to the further conditions precedent that that, on the date of such Borrowing Borrowing, (ai) the Required Lenders shall not have notified the Administrative Agent shall have received that they believe a Notice of Borrowing in accordance with Section 2.02 Material Adverse Change has occurred and (bii) the following statements shall be true (and each the Administrative Agent shall have received for the account of such Lender a certificate signed by a duly authorized officer of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on Borrower, dated the date of such Borrowing such statements are true):or issuance, stating that: (ia) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date,, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case as of such specific date; (iib) no event Default has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefromtherefrom (including, which constitutes a Default or an Event of Defaultwithout limitation, under Section 2.14); and (iiic) after giving effect with respect to such Borrowing any requested Term B-2 Advance, all insurance required by Section 5.01(d) hereof shall be in full force and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmenteffect.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance (other than any Conversion) on the occasion of any each Borrowing after the date of the initial Borrowing, shall be subject to the further conditions precedent that the Amendment Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article VSection 4.01 (except, other than Section 5.04(bin the case of any Borrowing after the date of the initial Borrowing, the representations set forth in the last sentence of clause (e)(i) thereof and Section 5.05, in clause (f) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent any such representation or warranty, by its terms, refers to a different specific date other than the date of such Borrowing or issuance or renewal or increase, in which case as of such specific date, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes that would result in a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of each Borrowing (including any Borrowing the proceeds of which are used to finance the Tender Offer and the Merger) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in Section 5.05, (f)(i) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Default; and (b) the Agent shall have received such other approvals, opinions or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance (other than a Loan on Swing Line Advance made by a Lender pursuant to Section 2.02(b)(ii)), and the occasion right of any Borrowing the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of such Borrowing (a) including the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (binitial Borrowing) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Swing Line Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing (other than solely with respect to Revolving Credit Advances used to the fund the payment of commercial paper issued by the Borrower from time to time, the representation and warranties contained in Section 4.01(f)(ii) hereof) and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, in which case such representations and warranties shall have been correct as of such specific date,, and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 respect thereto, and (b) on the date of any Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such the Borrowing related thereto shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties contained in Article V, Section 4.01 (other than the last sentence of Section 5.04(b4.01(e)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no No event has occurred and is continuing, or would result from such Borrowing Advance or from the application of the proceeds therefrom, which constitutes a Default or therefrom that would constitute an Event of DefaultDefault but for the requirement that notice be given or time elapse, and or both; and (iiic) after giving effect to the Administrative Agent shall have received such Borrowing other approvals, opinions and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) in the case of the making of an Advance, the Administrative Agent shall have received a the written confirmatory Notice of Borrowing in accordance with Section 2.02 and respect thereto, (b) on the date of such Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Borrowing, Borrowing before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of DefaultDefault or that would constitute an Event of Default but for the requirement that notice be given or time elapse, and or both; and (iiic) after giving effect to the Administrative Agent shall have received such Borrowing other approvals, opinions and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan any Advance on the occasion of each Borrowing (other than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be subject to the further conditions precedent that that: (a) on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations set forth in the last sentence of subsection (e) thereof and Section 5.05, in subsection (f) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, ; and (iiib) after giving effect to the Agent shall have received such Borrowing and all other Borrowings which have been requested on approvals, opinions or prior to such date but which have not been made prior to such date, documents as the aggregate principal amount of all Borrowings will not exceed Required Lenders through the Total CommitmentAgent may reasonable request.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan on the occasion of any Borrowing (including the initial Acquisition Borrowing and the initial Floor Plan Borrowing) and the obligation of the Issuing Bank to issue Letters of Credit and the obligation of the Swing Line Bank to make Swing Line Loans and the obligation of the Floor Plan Bank to issue Drafting Agreements shall be subject to the further conditions precedent that on the date Borrowing Date of such Borrowing (a) or Issuance the Administrative Company shall execute and deliver to the Agent shall have received a Notice of Borrowing in accordance with Section 2.02 Request and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true): (ia) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, VII are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; (iib) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes either a Default or an Event of Default, and (iii) after giving effect to such Borrowing ; and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.Second Amended and Restated Revolving Credit Agreement

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations and warranties set forth in subsections (e)(ii) and Section 5.05, (f)(i) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date,, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects), and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, ; and (iiib) after giving effect the Agent shall have received a Notice of Borrowing with respect to such Borrowing in accordance with the terms and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentrequirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on Advances to be made by it (including the occasion of initial Advance to be made by it) in connection with any Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the The following statements shall be true (and each of the giving of the applicable Notice of notice or request by the Borrower with respect to such Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that that, on the date of such Borrowing Borrowing, such statements are true): (i) the The representations and warranties contained in Article V, Section 4.01 (other than Section 5.04(bthose set forth in the last sentence of subsection (f) and Section 5.05, in subsection (m) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no No event has occurred and is continuing, continuing or would result from such Borrowing Borrowing, or from the application of the proceeds therefrom, which that constitutes a Default or an Event of DefaultDefault or, and (iii) after giving effect to such except in the case of a Borrowing and all other Borrowings which have been requested on or prior to such date but which have that would not been made prior to such date, increase the aggregate principal amount of all Borrowings will not exceed Outstanding Credits, an Unmatured Default. (b) The Borrower shall have furnished to the Total CommitmentAdministrative Agent such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or the financial condition, properties, operations or prospects of the Borrower and its Subsidiaries.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the representations and warranties set forth in subsections (e)(ii) and Section 5.05, (f)(i) thereof) are true and correct in all material respects on and as of the date of such Borrowingdate, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date,, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects), and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event Default; and (b) the Agent shall have received a Notice of Default, and (iii) after giving effect Borrowing with respect to such Borrowing in accordance with the terms and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentrequirements hereof.

Conditions Precedent to Each Borrowing. The obligation Lenders shall not be required to make, convert or continue any Advance nor shall the Issuing Bank be required to issue any Letter of each Bank to make a Loan Credit, unless on the occasion applicable Credit Extension Date, both before and after giving effect to any such Advance, conversion, continuation or Letter of any Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) Credit the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):: (ia) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such BorrowingBorrowing (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (iib) (i) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default; and (ii) the Administrative Agent shall have received such other approvals, and opinions or documents as any Lender through the Administrative Agent may reasonably request. Each Notice of Borrowing with respect to each Advance and the letter of credit application with respect to each Letter of Credit shall constitute a representation and warranty by the Borrower that the conditions in this Section 4.02(a) and (iiib) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitmentsatisfied.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Bank to make a an Advance under the Revolving Credit Loan or of the Issuing Bank to issue any Letter of Credit on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing Borrowing, or Letter of Credit Request, as the case may be, in accordance with Section 2.02 the terms of this Agreement, and (b) the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request, as the case may be, and the acceptance by the Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are truetrue and correct): (i) the The representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, V of this Agreement are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes (or would constitute) a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ai) the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received a Notice of Borrowing such Note in accordance with Section 2.02 2.02(g), and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (except the Excluded Representations) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and 5-YEAR CREDIT AGREEMENT (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The ______________________________________ obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the Initial Extension of Credit) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation representa- tion and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Default; and (b) the Agent shall have received such other approvals, opinions or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, documents as any Lender through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ai) the Administrative Agent each Lender that shall have requested a Note evidencing such Loan shall have received a Notice of Borrowing such Note in accordance with Section 2.02 2.02(g), and (bii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b4.01 (excluding the Excluded Representations) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,date (provided that the representation and warranty in Section 4.01(k) shall be required to be true and correct in all material respects only on and as of the date of the initial Borrowing); and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (bi) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ia) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, section 4.01 of this Agreement are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (iib) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) the Agent shall have received such other approvals, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on opinions or prior to such date but which have not been made prior to such date, documents as any Bank through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAgent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make an Advance (other than a Loan Competitive Bid Advance) on the occasion of any each Borrowing or of each Issuing Lender to issue a Letter of Credit shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, 4.01 are true and correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, and (ii) no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing Borrowing: (a) the The Administrative Agent shall have received from the Borrower a Notice of Borrowing in accordance with requesting such Borrowing as required by Section 2.02 and 2.02. (b) the The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties contained in Article V, other than Section 5.04(b4.01 (excluding those contained in the last sentence of subsection (e) and Section 5.05, in subsections (f) and (n) thereof) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,; provided that, if financial statements have been delivered pursuant to Section 5.01(c)(i) or Section 5.01(c)(ii), the representations and warranties contained in Section 4.01(e) shall be deemed to refer to the most recent financial statements delivered; and (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, andDefault or would constitute an Event of Default with notice or lapse of time or both. (iiic) after giving effect to The Administrative Agent shall have received such Borrowing other certifications, opinions, financial or other information, approvals and all other Borrowings which have been requested on documents as the Administrative Agent or prior to such date but which have not been made prior to such date, any Lender may reasonably request through the aggregate principal amount of all Borrowings will not exceed the Total CommitmentAdministrative Agent.

Conditions Precedent to Each Borrowing. The obligation of each Bank to make a Loan an Advance on the occasion of any each Borrowing and the obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing (a) or the Administrative Agent shall have received date of issuance, amendment, extension or renewal of a Notice Letter of Borrowing in accordance with Section 2.02 and (b) Credit, that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Borrowing and/or the receipt of a letter of credit application requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true): (i) the ): The representations and warranties contained in Article V, Section 4.01 (other than Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such BorrowingBorrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no ; and No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromtherefrom or from such amendment, extension or renewal of such Letter of Credit, which constitutes a Default or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.

Conditions Precedent to Each Borrowing. The obligation of each Bank the Lender to make a Loan on any Loans hereunder, including the occasion of any Borrowing shall be initial Loans, is subject to the further satisfaction of the following conditions precedent that on the relevant date of such Borrowing Borrowing: (a) the Administrative Agent shall have received a Notice All of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, are incorporated by reference into this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are otherwise qualified by materiality in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, Borrowing before and after giving effect to the Borrowing of any Loan on such Borrowing date and to the application of the proceeds therefromthereof, as though made on and as of such date (other than any representation or warranty that, by its terms, refers to a specific date other than such date of Borrowing, in which case such representation or warranty shall be true and correct in all material respects as of such date,). (iib) no No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event of Default, and. (iiic) after giving effect The Borrower shall have paid to such Borrowing the Lender when due all fees and all other Borrowings which have been requested on expenses payable to the Lender under this Agreement or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total CommitmentFee Letter.

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Bank of the Appropriate Lenders to make a Loan an Advance on the occasion of any each Borrowing (including each Borrowing made on the Phase II Closing Date) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that that, both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true): (i) the representations and warranties contained in Article V, other than Section 5.04(b) and Section 5.05, each of the Loan Documents are true and correct in all material respects on and as of such date (except, at any time prior to November 5, 1997, for the date representation and warranty contained in Section 8(g) of such Borrowingthe Security Agreement), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (other than any such representation and warranty that, by its terms, refers to a specific date other than the date of such Borrowing, in which case, as of such specific date,); and (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default or an Event Default; and (b) the Administrative Agent shall have received such other approvals, authorizations, opinions, documents and information as any of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed Appropriate Lenders through the Total CommitmentAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any a Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (ax) the Administrative Agent shall have received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (by) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) the The representations and warranties of the Borrower contained in Article V, Section 4.01 (other than in Section 5.04(b4.01(e)(ii)) and Section 5.05, are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (ii) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default or a Potential Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount of all Borrowings will not exceed the Total Commitment.. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Bank Lender to make a Loan an Advance on the occasion of any each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) Borrowing: the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of the any proceeds of such a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true): (i) the ): The representations and warranties contained in Article V, other than Section 5.04(b4.01 (excluding those contained in subsections (e) and Section 5.05, (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (ii) no ; and No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which that constitutes a Default Prepayment Event or an Event of Default, and (iii) after giving effect to such Borrowing and all other Borrowings which have been requested on Default or prior to such date but which have not been made prior to such date, the aggregate principal amount would constitute a Prepayment Event or an Event of all Borrowings will not exceed the Total CommitmentDefault with notice or lapse of time or both.