Common use of Conditions Precedent to Each Clause in Contracts

Conditions Precedent to Each. Loan The obligation of the Lenders to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): (a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such extension of credit as though made on and as of such date (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice of Borrowing from the Borrower to the extent required by Section 2.2(b).

Conditions Precedent to Each. Loan Revolving Credit --------------------------------------------- Borrowing, Increase Date and Extension Date. The obligation of each Lender to ------------------------------------------- make a Revolving Credit Advance on the Lenders occasion of each Revolving Credit Borrowing, each Commitment Increase and each extension of Commitments pursuant to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Section 2.19 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit (and in Revolving Credit Borrowing, the case of any documents, agreements applicable Increase Date or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): applicable Extension Date (a) The the following statements shall be truetrue (and each of the giving of the applicable Notice of Revolving Credit Borrowing, request for Commitment Increase or request for Commitment Extension and the acceptance by the Borrower of any extension the proceeds of credit such Revolving Credit Borrowing shall be deemed to be constitute a statement representation and warranty by the Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated that on the date of such extension of creditBorrowing, stating that:such Increase Date or such Extension Date such statements are true): (i) The the representations and warranties contained in this Agreement Section 4.01 (except, in the case of Revolving Credit Borrowings, the representations set forth in the last sentence of subsection (e) thereof and the other Loan Documents in subsection (f)(i) thereof) are true and correct in all material respects on and as of such date, before and after giving effect to such Revolving Credit Borrowing, such Increase Date or such Extension Date and to the date application of such extension of credit the proceeds therefrom, as though made on and as of such date (both immediately prior tounless such representations and warranties relate to an earlier date, and after giving effect toin which case as of such earlier date, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No no event has occurred and is continuing, or would result from such extension Revolving Credit Borrowing, such Increase Date, such Extension Date or from the application of creditthe proceeds therefrom, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice of Borrowing from such other approvals, opinions or documents as any Lender through the Borrower to the extent required by Section 2.2(b)Agent may reasonably request.

Conditions Precedent to Each. Loan The obligation of the Lenders to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject UTILISATION It is a condition precedent to the further conditions precedent that on and as making of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): (a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating Utilisation that: (i) The representations not less than ten business days before the proposed date of such Utilisation, the Agent has received from the Borrower a Utilisation Request therefor which shall oblige the Borrower to make the Utilisation therein requested on the date therein stated upon the terms and warranties subject to the other conditions contained herein; (ii) the proposed date for making such Utilisation is any business day which falls within the Availability Period but is not a Repayment Date; (iii) the proposed date for the making of such Utilisation is not less than ten business days after the date upon which the previous Utilisation (if any) was made hereunder; (iv) the making of such Utilisation would not result in this Agreement more than six Advances being made under the Tranche A Balance; (v) the proposed amount of such Utilisation is an amount which is no less than the lesser of (pound)1,000,000 or the Available Tranche A Balance; (vi) the interest rate applicable to such Utilisation during its first Interest Period would not fall to be determined pursuant to Clause 8.1 (Market Disruption); (vii) unless waived by the Majority Banks, no Event of Default or Potential Event of Default (other than under Clause 22.27 in respect of a Utilisation for the purposes set out in Clause 22.27) has occurred and is continuing and the other Loan Documents representations set out in Clause 20 (Representations) are true and correct in all material respects on and as of the proposed date for the making of such extension of credit as though made on and as of such date Utilisation; (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent viii) the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice of Borrowing revised Project Forecast from the Borrower to demonstrating that: (a) following the extent required by Section 2.2(b).making of such Utilisation:

Conditions Precedent to Each. Revolving Loan Borrowing, ------------------------------------------------------ Swing Loan Borrowing and Letter of Credit Issuance. The obligation of the Lenders each -------------------------------------------------- Lender to make each a Loan and the obligation of the Agent to cause the (other than a Swing Loan or a Letter of Credit Issuer Loan made by a Lender pursuant to issue any Section 3.03 or 3.04(b) or a Competitive Bid Loan) on the occasion of each Borrowing (including the initial Borrowing), and the right of the Company to request a Swing Loan Borrowing or the issuance of a Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): (a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) in the case of the first Borrowing by a Designated Borrower the Company shall have furnished to the Administrative Agent such Revolving Loan Notes, corporate documents, resolutions and legal opinions relating to such Designated Borrower as the Administrative Agent may reasonably require, and (ii) on the date of such Borrowing or issuance of a Letter of Credit the following statements shall be true (and the acceptance by a Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing or issuance such statements are true): (a) The representations and warranties contained in this Agreement and Section 5.01 (except the other Loan Documents Excluded Representations) are true and correct in all material respects on and as of the date of such extension Borrowing or issuance, before and after giving effect to such Borrowing or issuance and to the application of credit the proceeds therefrom, as though made on and as of such date (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation representations or warranty which relates warranties that, by their terms, refer to a specified prior date and except to other than the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation date of such Borrowing or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warrantyissuance; and (iib) No event has occurred and is continuing, or would result from such extension Borrowing or issuance or from the application of creditthe proceeds therefrom, which constitutes a Default or an Event of Default; and provided that the conditions set forth in clause (iiiii) No event has occurred of this Section 4.02 shall -------- not be applicable to a Borrowing if, as a result of and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No immediately after giving effect to such Borrowing shall exceed and to the application of proceeds thereof, the aggregate outstanding principal amount of the Combined AvailabilityRevolving Loans, provided, however, that the foregoing conditions precedent are Swing Loans and Letter of Credit Loans is not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j)increased thereby. (c) The Agent shall have received a Notice of Borrowing from the Borrower to the extent required by Section 2.2(b).

Conditions Precedent to Each. Loan Advance Subsequent to the Agreement Date. The obligation of the Lenders Lender to make each Loan and Advance which will increase the obligation principal amount of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be Revolving Loans outstanding is subject to the further fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Company under this Agreement, which, pursuant to Section 3.2 hereof (as the same shall have been amended by a report delivered to the Lender pursuant to Section 5.5(e) hereof which report shall not contain any information of a materially adverse nature with respect to the Company or any of its Subsidiaries) are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the Advance, and the Lender shall have received a certificate to that on effect from an Authorized Signatory of the Company; (b) The incumbency of the Authorized Signatories shall be as stated in the Request for Advance, or Request for Acquisition Advance, as applicable, delivered pursuant to Section 1.2 or as subsequently modified and reflected in a more recent Request for Advance or Request for Acquisition Advance; (c) There shall not exist, as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): (a) The following statements shall be true, and the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as making of the date of such extension of credit as though made on and as of such date (both immediately prior to, Advance and after giving effect tothereto, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred Default hereunder, and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice Request for Advance, or Request for Acquisition Advance, as applicable, so stating; (d) With respect to an Acquisition Advance, the Company shall have complied with the terms and conditions of Borrowing from Sections 1.9 and 4.9 hereof, and the Borrower Lender shall have given its prior consent to the extent required by Section 2.2(b)Acquisition, as applicable; (e) The Lender shall have received all other reports, certificates, statements or opinions in connection with the Advance as the Lender may reasonably request.

Conditions Precedent to Each. Loan The obligation and Each L/C. It shall be a further condition precedent that at the time of the Lenders to make making of each Loan and the obligation issuance of each L/C (before as well as after giving effect to such Loans and Letters of Credit and the proposed use of the Agent proceeds thereof) the following statements must be true: (a) with respect to cause each Loan and each L/C, the Letter of Credit Issuer to issue any Letter of Credit shall be subject most recent Borrowing Base Certificate delivered to the further conditions precedent that on Administrative Agent pursuant to Section 8.07(e) shall demonstrate that, after giving effect to the making of such Loan or the issuance of such L/C, as the case may be, the Borrowing Availability will not be less than zero; and (b) the use of proceeds from such Loan will not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction or regulation, or determination of any court of law or other Governmental Authority; (c) all legal proceedings and as all other legal matters in connection with the authorization, legality, validity and enforceability of the date of any such extension of credit (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries Credit Documents shall be have been reasonably satisfactory in form and substance satisfactory to the Agent):Lenders; (ad) The following statements no Default or Event of Default shall be true, and exist at such time or arise from the acceptance by Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date making of such extension Loan or the issuing of credit, stating that:such L/C; (ie) The all representations and warranties contained in this Agreement and the other Loan Credit Documents are shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date that such Loan is made or such L/C is issued; (f) since the date of such extension the most recent financial statements of credit as though made on the Domestic Borrower and as of such date its Subsidiaries described in Section 7.14 or, if later, delivered to the Lenders pursuant to Section 8.07(a) or (both immediately prior to, and after giving effect to, such extension of creditb), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders there shall have been notified in writing by the Authorized Representative that any representation no event or warranty is not true and correct and the Majority Lenders change which has had or could reasonably be expected to have explicitly waived in writing compliance with such representation or warrantya Materially Adverse Effect; and (iig) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Administrative Agent shall have received a such other documents, certificates, information or legal opinions as the Lenders may reasonably request, all in form and substance reasonably satisfactory to the Lenders. Each Notice of Borrowing from given by the Borrower Representative or any Borrower in accordance with the terms hereof and the acceptance by the Borrower Representative or any Borrower of the proceeds of any Loan, and each request for an L/C given by the Borrower Representative or any Borrower in accordance with the terms hereof, shall constitute a representation and warranty by all Borrowers, made as of the time of the making of such Loan or the issuance of such L/C that the conditions specified in this Section 6.02 have been fulfilled as of such time. In the event that, in connection with the delivery of any such Notice of Borrowing, any Borrower is required to amend any item of any Schedule of this Agreement in order that the statement set forth in Section 6.02(e) shall be true and correct, the Borrower's Representative shall deliver to the Administrative Agent at least five (5) Business Days prior to the date of Borrowing or L/C issuance requested or to be requested, a request that such item of such Schedule be amended, and the Administrative Agent shall promptly forward such request to the Lenders. To the extent required that the Required Lenders in their sole and absolute discretion agree to such requested amendment or otherwise agree, in their sole and absolute discretion, to make any Loans or issue any L/C's after receipt of such request, the representations and warranties proposed to be amended by Section 2.2(b)such requested amendment to such Schedule will be deemed amended for purposes of this Agreement.

Conditions Precedent to Each. Loan Revolving Credit --------------------------------------------- Borrowing, Increase Date and Extension Date. The obligation of each Lender to ------------------------------------------- make a Revolving Credit Advance on the Lenders occasion of each Revolving Credit Borrowing, each Commitment Increase and each extension of Commitments pursuant to make each Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Section 2.17 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit (Revolving Credit Borrowing, the applicable Increase Date and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): applicable Extension Date (a) The the following statements shall be truetrue (and each of the giving of the applicable Notice of Revolving Credit Borrowing, request for Commitment Increase, request for Commitment extension and the acceptance by the applicable Borrower of any extension the proceeds of credit such Revolving Credit Borrowing shall be deemed to be constitute a statement representation and warranty by Borrower each to the effect set forth in clauses (i)such Borrower, (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated that on the date of such extension of credit, stating that:Borrowing such Increase Date or such Extension Date such statements are true): (i) The the representations and warranties contained in this Agreement Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and the in subsection (f) thereof (other Loan Documents than clause (ii) thereof)) 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, such Commitment Increase or Commitment extension of credit as though made on and as of such date (both immediately prior todate, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No no event has occurred and is continuing, or would result from such extension Revolving Credit Borrowing or from the application of creditthe proceeds therefrom, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Administrative Agent shall have received a Notice of Borrowing from such other approvals, opinions or documents as any Lender through the Borrower to the extent required by Section 2.2(b)Administrative Agent may reasonably request.

Conditions Precedent to Each. Loan Revolving Credit Borrowing --------------------------------------------------------------------- and Extension Date. The obligation of the Lenders each Lender to make a Revolving Credit ------------------ Advance on the occasion of each Loan Revolving Credit Borrowing and the obligation each extension of the Agent Commitments pursuant to cause the Letter of Credit Issuer to issue any Letter of Credit Section 2.18 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit (and in Revolving Credit Borrowing, the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): applicable Extension Date (a) The the following statements shall be truetrue (and each of the giving of the applicable Notice of Revolving Credit Borrowing, request for Commitment Extension and the acceptance by the Borrower of any extension the proceeds of credit such Revolving Credit Borrowing shall be deemed to be constitute a statement representation and warranty by the Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated that on the date of such extension of creditBorrowing, stating that:such Extension Date such statements are true): (i) The the representations and warranties contained in this Agreement Section 4.01 (except, in the case of Revolving Credit Borrowings, the representations set forth in the last sentence of subsection (e) thereof and the other Loan Documents in subsection (f)(i) thereof) are true and correct in all material respects on and as of such date, before and after giving effect to such Revolving Credit Borrowing, such Extension Date and to the date application of such extension of credit the proceeds therefrom, as though made on and as of such date (both immediately prior tounless such representations and warranties relate to an earlier date, and after giving effect toin which case as of such earlier date, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No no event has occurred and is continuing, or would result from such extension Revolving Credit Borrowing, such Extension Date or from the application of creditthe proceeds therefrom, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice of Borrowing from such other approvals, opinions or documents as any Lender through the Borrower to the extent required by Section 2.2(b)Agent may reasonably request.

Conditions Precedent to Each. Loan Revolving Credit Borrowing ------------------------------------------------------- and Extension Date. The obligation of the Lenders each Lender to make a Revolving Credit ------------------ Advance on the occasion of each Loan Revolving Credit Borrowing and the obligation each extension of the Agent Commitments pursuant to cause the Letter of Credit Issuer to issue any Letter of Credit Section 2.18 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit (and in Revolving Credit Borrowing or the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): applicable Extension Date (a) The the following statements shall be true, true (and each of the giving of the applicable Notice of Revolving Credit Borrowing request for Commitment Extension and the acceptance by the Borrower of any extension the proceeds of credit such Revolving Credit Borrowing shall be deemed to be constitute a statement representation and warranty by the Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated that on the date of such extension of credit, stating that:Borrowing or such Extension Date such statements are true): (i) The the representations and warranties contained in this Agreement Section 4.01 (except, in the case of Revolving Credit Borrowings, the representations set forth in subsection (e) and the other Loan Documents subsection (f)(i) thereof) are true and correct in all material respects on and as of such date, before and after giving effect to such Revolving Credit Borrowing or such Extension Date and to the date application of such extension of credit the proceeds therefrom, as though made on and as of such date (both immediately prior todate, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No no event has occurred and is continuing, or would result from such extension Revolving Credit Borrowing or such Extension Date or from the application of creditthe proceeds therefrom, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received a Notice of Borrowing from such other approvals, opinions or documents as any Lender through the Borrower to the extent required by Section 2.2(b)Agent may reasonably request.

Conditions Precedent to Each. Loan Revolving Credit Borrowing, Each Swing Line Borrowing and Each Issuance. The obligation of each Lender and the Lenders Swing Line Bank to make each Loan an Advance (other than a Competitive Bid Advance and other than a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) and the obligation of the Agent Issuing Bank to cause the issue a Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit (and in the case of any documents, agreements or other deliveriesRevolving Credit Borrowing, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent): Swing Line Borrowing or such issuance (a) The the following statements shall be truetrue (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or Notice of Issuance and the acceptance by the Borrower of any extension the proceeds of credit such Revolving Credit Borrowing, such Swing Line Borrowing or of such Letter of Credit shall be deemed to be constitute a statement representation and warranty by the Borrower each to the effect set forth in clauses (i), (ii) and (iii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated that on the date of such extension of credit, stating that:Borrowing or issuance such statements are true): (i) The the representations and warranties contained in this Agreement Section 4.01 (except, in the case of Revolving Credit Borrowings and Swing Line Borrowings, the other Loan Documents representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are true and correct in all material respects on and as of such date, before and after giving effect to such Revolving Credit Borrowing, Swing Line Borrowing or issuance and to the date application of such extension of credit the proceeds therefrom, as though made on and as of such date (both immediately prior todate, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Authorized Representative that any representation or warranty is not true and correct and the Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No no event has occurred and is continuing, or would result from such extension Revolving Credit Borrowing, Swing Line Borrowing or issuance or from the application of creditthe proceeds therefrom, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed the amount of the Combined Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Bank Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j). (c) The Agent shall have received such other approvals, opinions or documents as any Lender Party through the Agent may reasonably request. (q) Section 6.01 is amended by replacing the parenthetical phrase "(other than Letter of Credit Advances by the Issuing Bank or a Notice Lender pursuant to Section 2.04(c))" with the parenthetical phrase "(other than (x) Swing Line Advances to be made by a Lender pursuant to Section 2.02(b) and (y) Letter of Borrowing from Credit Advances by the Borrower Issuing Bank or a Lender pursuant to Section 2.04(c))" in each place such phrase appears. (r) Section 8.01 is amended by adding to the extent end of the second proviso a new clause (z) to read "and (z) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank under this Agreement". (s) Section 8.07(f) is amended by Section 2.2(b)replacing the phrase "Confidential Information" with the phrase "Borrower Information".