Common use of CONDITIONS TO ALL BORROWINGS Clause in Contracts

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all Commitments; and (e) the conditions to the continued effectiveness of the Banks as of such date; authorizations in the PSC Order and (B) the Borrowing BaseFERC Order are satisfied. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, and the obligation of the Swing Line Swingline Lender to make a Swing Line Advance) is Advance are each subject to the satisfaction of the conditions applicable to such Advance in Section 2.01 and the following conditions: (a) receipt by the Administrative Agent and the Multicurrency Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)Administrative Agent; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true in all material respects, on and as of the date of such Borrowing, without duplication of any materiality qualifier contained therein (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date, in which case such representations and warranties shall be true as of such date); and (d) the fact that, immediately after such Borrowing (i) Borrowing, the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will shall not exceed the lesser of: (A1) the Borrowing Base; and (2) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the or Swing Line Lender to make a Swing Line Advance) Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (cd) an Officer’s Certificate to the fact effect that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing, Borrowing or Swing Borrowing (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date; and, in which case such representations and warranties shall be true as of such date); (de) an Officer’s Certificate to the fact effect that, immediately after such Borrowing or Swing Borrowing: (iA) the aggregate outstanding principal amount of the Revolver Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the amount of its Revolver Commitment and (iiB) the aggregate outstanding principal amount of the Revolver Advances together will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) an Officer’s Certificate to the effect that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit the Revolver Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Banks Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (bc), (cd) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the or Swing Line Lender to make a Swing Line Advance) Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing or Swing Borrowing, no Default shall have occurred and be continuing; (cd) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing, Borrowing or Swing Borrowing (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date; and, in which case such representations and warranties shall be true as of such date); (de) the fact that, immediately after such Borrowing or Swing Borrowing: (iA) the aggregate outstanding principal amount of the Revolver Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the amount of its Revolver Commitment and (iiB) the aggregate outstanding principal amount of the Revolver Advances together will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; (f) with respect to each Pre-Positioned Investment that is funded with the proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall have received a faxed copy of the executed note, if any, evidencing such Pre-Positioned Investment, and, if requested in writing by the Administrative Agent, the Administrative Agent shall have received a copy of the credit analysis, underwriting materials and any similar document previously prepared by the Borrower in connection with its investment decision in such Pre-Positioned Investment; and (g) the fact that, immediately after such Borrowing or Swing Borrowing the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit the Revolver Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Banks Lenders as of such date; and (B) the Borrowing Base. Each Borrowing or Swing Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing or Swing Borrowing as to the truth and accuracy of the facts specified in clauses (bc), (cd) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each the Lenders to make Loans and the obligation of the Issuing Bank to make an Advance issue any Letters of Credit, in each case on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is are subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15the making of Revolving Loans); (b) the fact that, immediately before prior to and immediately after such Borrowing, no Default or Event of Default under this Agreement shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement (other than with respect to Section 4.04(b) and Section 4.05) shall be true, true in all material respects, respects as if made on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank Loans together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Liabilities will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all Commitments; and (e) the conditions to the continued effectiveness of the Banks as of such date; and (B) authorization in the Borrowing BaseNCUC Order are satisfied. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitationBorrowing, the obligation of the Swing Line Lender BB&T to make a Swing Line Advance) Advance and the obligation of the Letter of Credit Issuer to issue a Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require to confirm that the ratio of Total Indebtedness to Total Asset Value is no greater than 50%; provided, however, (i) indebtedness of a Qualified SPE attributable to Qualified Senior Notes shall be excluded and (ii) Qualified Installment Sale Notes shall not be included in determinations of Total Asset Value; (c) the fact that, immediately before and after such BorrowingBorrowing (or issuance of a Letter of Credit, as the case may be), no Default shall have occurred and be continuing; (cd) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such BorrowingBorrowing (or issuance of a Letter of Credit, as the case may be) (except to the extent explicitly relating such representation or warranty is expressly stated to have been made as of a specified specific date, in which case such representation or warranty is true and correct as of such date); (e) the fact that, immediately after such Borrowing: (A) the aggregate outstanding principal amount of the Revolver Advances of each Lender will not exceed the amount of its Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver Advances will not exceed the aggregate amount of the Revolver Commitments of all of the Lenders as of such date; and (df) the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be) (i) the aggregate outstanding principal amount of the Revolver Advances of each Bank Lender together with such BankLender’s Pro Rata Share Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, and Letter of Credit Advances and Undrawn AmountsObligations, will not exceed the amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, and Letter of Credit Advances and Undrawn AmountsObligations, will not exceed the lesser of: (A) of the aggregate amount of the Revolver Commitments of all of the Banks Lenders as of such date; and (B) the Borrowing Base. Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or unless the Borrowing is a "rollover borrowing" described in the case of a Swing Line Advance, compliance with Section 2.152.02(f); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) Maximum Advance or the aggregate amount of the Commitments of Facility Limit for all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditionsconditions except as expressly provided in the last sentence of this Section 3.02: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case acceptance of a Swing Line AdvanceTransaction Rate Quote or notification pursuant to Section 2.03(e) of acceptance of one or more Money Market Quotes, compliance with Section 2.15)as applicable; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties each Borrower and each Guarantor contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and; (d) the fact that, immediately after such Borrowing Borrowing, the conditions set forth in clauses (i) and (ii) of Section 2.01(a) shall have been satisfied; and (e) the fact that, if such Borrowing is a Borrowing by a Service Company Borrower: (i) such Borrowing does not exceed the sum of: (A) 20% of the lesser of (x) the Borrowing Base and (y) the aggregate Commitments, less (B) the aggregate outstanding principal amount of the Advances Loans at the time of each Bank together with the proposed Borrowing by such Bank’s Pro Rata Share Service Company Borrower; and (ii) immediately after such Borrowing, the aggregate Borrowings by the Service Company Borrowers does not exceed 20% of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed Commitments (the amount of its Commitment conditions set forth in clauses (i) and (ii) being, collectively, the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the "Service Company Borrowing BaseLimitations"). Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrowers on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance and the obligation of the Other Currency Lender to make an Other Currency Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of of: (1) Notice of Borrowing as required by Section 2.02 in the case of a Revolving Borrowing; (or 2) a Swing Line Advance Request in the case of a Swing Line Advance, Advance in compliance with Section 2.15); and (3) a Notice of Other Currency Borrowing in the case of an Other Currency Advance (other than an Other Currency Overdraft Advance) in compliance with Section 2.16; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating such representations and warranties specifically relate to a specified date earlier than the date of such Borrowing, in which case such representations and warranties shall have been true on and as of such earlier date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Revolving Advances of each Bank Other Revolving Advance Lender together with such Bank’s Pro Rata Facility Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee LoansU.S. Dollar Letter of Credit Advances, U.S. Dollar Undrawn Amounts and the aggregate principal amount of the participations in Revolving Advances and U.S. Dollar Letter of Credit Advances and Undrawn Amountsheld by such Bank pursuant to Section 2.02(e), will not exceed the amount of its Commitment Facility Commitment; (ii) the aggregate principal Dollar Equivalent Amount of all outstanding Other Currency Advances, Other Currency Undrawn Amounts and Other Currency Letter of Credit Advances shall not exceed the total Other Currency Commitments; (iii) the sum of (a) the Dollar Equivalent of the Other Currency Lender’s Pro Rata Other Currency Share of the aggregate outstanding principal amount of all Other Currency Advances; and (iib) the Dollar Equivalent of the Other Currency Lender’s Pro Rata Other Currency Share of the aggregate outstanding principal amount of the Other Currency Letter of Credit Advances and Other Currency Undrawn Amounts; and (c) the aggregate principal amount of the participations in Revolving Advances and U.S. Dollar Letter of Credit Advances held by such Bank pursuant to Section 2.02(e) shall not exceed the amount of such Other Currency Lender’s Facility Commitment (after giving effect to the purchase and sale of participations in the Revolving Advances and U.S. Dollar Letter of Credit Advances required by Section 2.02(e)(3)); (iv) the aggregate outstanding principal amount of the Revolving Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loansthe Dollar Equivalent of Other Currency Advances, the Dollar Equivalent of Other Currency Letter of Credit Advances, the Dollar Equivalent of Other Currency Undrawn Amounts, U.S. Dollar Letter of Credit Advances and U.S. Dollar Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Facility Commitments of all of the Banks as of such date; and (Bv) the Borrowing Baseaggregate outstanding principal amount of Revolving Advances by BB&T (less the aggregate principal amount of the participations in Revolving Advances and U.S. Dollar Letter of Credit Advances held by (or which can be sold upon BB&T’s request to) other Banks pursuant to Section 2.02(e)) together with BB&T’s Pro Rata Facility Share of the aggregate outstanding principal amount of all U.S. Dollar Letter of Credit Advances, Swing Line Advances and U.S. Dollar Undrawn Amounts shall not exceed the amount of BB&T’s Facility Commitment. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Revolving Credit Loan or Term Loan on the occasion of each Revolving Credit Borrowing (includingor Term Loan Borrowing, without limitationas the case may be, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) except as provided in Section 2.02(f), either (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (if such borrowing is a Term Loan Borrowing or in the case of a Swing Line AdvanceSyndicated Revolving Credit Borrowing), or (ii) compliance with the provisions of Section 2.152.03 (if such borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Revolving Credit Borrowing or Term Loan Borrowing, except to as the extent explicitly relating to a specified datecase may be; and (d) the fact that, immediately after such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, (i) the aggregate outstanding principal amount of the Advances Syndicated Revolving Credit Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Term Loans will not exceed the lesser of: (A) the aggregate amount of the Term Loan Commitments of all of the Banks as of such date; and (Biii) the Borrowing Baseaggregate outstanding principal amount of the Revolving Credit Loans will not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks as of such date. Each Revolving Credit Borrowing and Term Loan Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, and the obligation of the Swing Line Swingline Lender to make a Swing Line Advance) is Advance are each subject to the satisfaction of the conditions applicable to such Advance in Section 2.01 and the following conditions: (a) receipt by the Administrative Agent and the Multicurrency Agent of a Notice of Borrowing as required by Section 2.02 (or 2.02, together with a Borrowing Base Certification Report dated as of the date of delivery and satisfactory in all respects to the case of a Swing Line Advance, compliance with Section 2.15)Administrative Agent; (b) receipt by the Administrative Agent of such documentation as the Administrative Agent shall reasonably require confirming that the Borrower shall be in compliance with the Minimum Liquidity Requirement, if applicable; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (cd) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, true in all material respects, on and as of the date of such Borrowing, without duplication of any materiality qualifier contained therein (except to the extent explicitly relating that any such representations and warranties speak as to a specified specific date, in which case such representations and warranties shall be true as of such date); and (de) the fact that, immediately after such Borrowing (i) Borrowing, the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will shall not exceed the lesser of: (A1) the Borrowing Base; and (2) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseCommitments. Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (bc), (cd) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.12(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank the Lender to make an Advance a Loan of either Class on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender such Class or to make a Swing Line Advance) issue any Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Agent Lender of Notice of Borrowing as required by Section 2.02 (or i) in the case of a Swing Line AdvanceBorrowing, compliance with a notice of such Borrowing conforming to the requirements of Section 2.152.3 (a), or (ii) in the case of a Letter of Credit issuance, a Letter of Credit Application pursuant to Section 2.2(a) and a request for a Letter of Credit pursuant to Section 2.2(b), each duly executed by the Borrower; (b) the fact that, immediately before and after such Borrowing, that no Default shall have occurred and be continuingcontinuing or, after giving effect to such Borrowing or Letter of Credit issuance, as the case may be, will result therefrom; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV 4 (other than, in the case of this Agreement any Borrowing hereunder other than the first, representations and warranties expressly made as of a specific date) shall be true, in all material respects, true on and as of the date of such BorrowingBorrowing or such Letter of Credit issuance, except as the case may be, subject to such changes since the date of this Agreement that shall have been disclosed to the extent explicitly relating Lender in writing and to a specified datewhich the Lender, in its sole and reasonable discretion, shall have consented in writing; and (d) the fact that, immediately after such Borrowing (i) or such Letter of Credit issuance, as the case may be, the sum of the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share Class PLUS (in the case of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, a Facility B Borrowing or a Letter of Credit Advances and Undrawn Amounts, issuance) the Letter of Credit Obligations then outstanding will not exceed the amount of its the Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks such Class as of such date; and (B) the Borrowing Base. Each Borrowing hereunder and the issuance of each Letter of Credit hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing or of such Letter of Credit issuance, as the case may be, as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions WCSR 2018712 of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to ; (d) the extent explicitly relating to a specified datefact that the representations and warranties of the Loan Parties contained in the Guaranty shall be true on and as of the date of such Borrowing; and (de) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.15)2.03 (if such Borrowing is a Money Market Borrowing) or Section 2.14; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) except in the case of Borrowings consisting solely of Refunding Loans, the fact that the representations and warranties of the Loan Parties Parent contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder hereunder, other than a Borrowing which consists solely of Refunding Loans, shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section, except to the extent they relate to a particular date only.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent Bank of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment Commitment, and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments Commitment of all of the Banks Bank as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by Borrower to Bank if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each ---------------------------- Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s 's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, including the obligation of the Swing Line Lender to make a Swing Line Advancefirst Borrowing) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing) or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified dateBorrowing in all material respects; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 2.2 (if such Borrowing is a Syndicated Borrowing), or in (ii) compliance with the case provisions of Section 2.3 (if such Borrowing is a Swing Line Advance, compliance with Section 2.15Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty shall be true on and as of the date of such Borrowing; (e) the fact that, immediately after such Borrowing (i) the sum of (A) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank Bank, together with such Bank’s 's Pro Rata Share of the aggregate outstanding Swing Line Advances, (B) each Bank's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, the Letter of Credit Advances and (C) each Bank's Pro Rata Share of the aggregate Undrawn Amounts, will not exceed the amount of its such Bank's Commitment and (ii) the sum of (A) the aggregate outstanding principal amount of the Advances together with Loans, (B) the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and (C) the aggregate Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank Lender to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of BB&T to make a Swing Advance and the obligation of the Swing Line Lender Letter of Credit Issuer to make issue a Swing Line Advance) Letter of Credit is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 2.02 (or in b) receipt by the case Administrative Agent of a Swing Line Advance, such documentation as the Administrative Agent shall reasonably require to demonstrate Borrower’s compliance with Section 2.15)Sections 5.03, 5.04 and 5.07; (bc) the fact that, immediately before and after such BorrowingBorrowing (or issuance of a Letter of Credit, as the case may be), no Default shall have occurred and be continuing; (cd) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such BorrowingBorrowing (or issuance of a Letter of Credit, as the case may be) (except for representations and warranties that expressly relate to the extent explicitly relating to a specified an earlier date); and (de) the fact that, immediately after such Borrowing (or issuance of a Letter of Credit, as the case may be) (i) the aggregate outstanding principal amount of the Revolver Advances of each Bank Lender together with such BankLender’s Pro Rata Share Applicable Percentage of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Advances and Letter of Credit Advances and Undrawn AmountsObligations, will not exceed the amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of the Revolver Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Advances and Letter of Credit Advances and Undrawn AmountsObligations, will not exceed the lesser of: (A) the aggregate amount of the Revolver Commitments of all of the Banks Lenders as of such date; and (B) the Borrowing Base. Each Borrowing Borrowing, the issuance of each Letter of Credit and each Notice of Continuation or Conversion hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing Borrowing, the issuance of such Letter of Credit or Notice of Continuation or Conversion, as the case may be as to the truth and accuracy of the facts specified in clauses (bc), (cd) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of ---------------------------- Lender and the Swing Line Lender to make a Swing Line Advance) Loan on the occasion of each Borrowing is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)Borrowing; (b) the fact that, immediately before and after such Borrowing, no Default or Event of Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, Borrowing except for changes expressly permitted herein and except to the extent explicitly relating that such representations and warranties relate solely to a specified an earlier date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of Lender and the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the amount of its Commitment Commitment, except where such excess amount results from such Lender's having made one or more Competitive Bid Loans, and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount all Loans of all Lenders and the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Lender will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing BaseAggregate Commitment. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses paragraphs (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that the representations and warranties of the Loan Parties contained in the Guaranty shall be true on and as of the date of such Borrowing; and (e) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (aA) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of 2.2 and a Swing Line Advance, compliance with Section 2.15)Borrowing Base Certification Report; (bB) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (cC) the fact that the representations and warranties of the Loan Parties contained in Article ARTICLE IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (dD) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Revolving Credit Loan or Term Loan on the occasion of each Revolving Credit Borrowing or Term Loan Borrowing, as the case may be, (including, without limitation, the obligation of or the Swing Line Lender with regard to make a Swing Line AdvanceLoans) is subject to the satisfaction of the following conditions: (a) except as provided in Sections 2.01(b)(ii) or 2.02(f): (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (in the case of a Revolving Credit Loan or Term Loan); or (ii) compliance with the provisions of Section 2.13, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (b) the fact that, immediately before and after such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Revolving Credit Borrowing, except to Swing Line Borrowing or Term Loan Borrowing, as the extent explicitly relating to a specified datecase may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty and of each Loan Party contained in the Pledge Agreement shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be; and (de) the fact that, immediately after such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, (i) the aggregate outstanding principal amount of the Advances Revolving Credit Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Term Loans will not exceed the lesser of: (A) the aggregate amount of the Term Loan Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Revolving Credit Borrowing, Swing Line Borrowing and Term Loan Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Revolving Credit Borrowing, Swing Line Borrowing or Term Loan Borrowing, as the case may be, as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), (ii) compliance with the provisions of Section 2.03 (if such Borrowing is a Money Market Borrowing); or (iii) compliance with the provisions of Section 2.14, in the case of a Swing Line Advance, compliance with Section 2.15)Loan; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that the representations and warranties of the Loan Parties contained in the Guaranty and the Pledge Agreement shall be true on and as of the date of such Borrowing; and (e) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) either (i) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or in the case of a Swing Line Advance, (ii) compliance with the provisions of Section 2.152.03 (if such Borrowing is a Money Market Borrowing); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, true in all material respects, respects on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Syndicated Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of and a Swing Line Advance, compliance with Section 2.15)Borrowing Base Certification Report; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Amounts will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (or unless the Borrowing is a "rollover borrowing" described in the case of a Swing Line Advance, compliance with Section 2.152.02(f); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of Line Availability Amount or the Maximum Line Amount for all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Revolving Credit Loan on the occasion of each Revolving Credit Borrowing (including, without limitation, the obligation of or the Swing Line Lender with regard to make a Swing Line AdvanceLoans or the Letter of Credit Issuer with regard to Letters of Credit) is subject to the satisfaction of the following conditions: (a) except as provided in Section 2.02(f): (i) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 2.02, in the case of a Revolving Credit Loan; (or ii) compliance with the provisions of Section 2.13, in the case of a Swing Line Advance, Loan; or (iii) compliance with Section 2.15)the provisions of Sections 3.02 and 3.03, in the case of a Letter of Credit; (b) the fact that, immediately before and after such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV V of this Agreement shall be true, in all material respects, true on and as of the date of such Revolving Credit Borrowing, except to Swing Line Borrowing or Letter of Credit is issued, as the extent explicitly relating to a specified datecase may be; (d) the fact that the representations and warranties of the Guarantors contained in the Guaranty and of each Loan Party contained in the Loan Documents shall be true on and as of the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be; and (de) the fact that, immediately after such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit is issued, as the case may be, (i) the aggregate outstanding principal amount of the Advances Revolving Credit Loans of each Bank and its pro rata share of Letter of Credit Obligations (together with such Bank’s Pro Rata Share with, in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, ) will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Revolving Credit Loans and Swing Line AdvancesLines, Licensee Loans, together with the Letter of Credit Advances and Undrawn AmountsObligations, will shall not exceed the lesser of: (A) the aggregate amount of the Revolving Credit Commitments of all of the Banks as of at such date; and (B) time or the Borrowing BaseRevolving Credit Availability in effect at such time. Each Revolving Credit Borrowing, Swing Line Borrowing and request for Letter of Credit hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Revolving Credit Borrowing, Swing Line Borrowing or Letter of Credit request, as the case may be, as to the truth and accuracy of the facts specified in clauses (b), (c), (d) and (de) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a1) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (b2) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c3) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d4) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that (i) such Borrowing shall not be deemed to be such a representation and warranty as to the truth and accuracy of the fact specified in clause (c) of this Section, if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, (ii) if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing, then (A) such Borrowing shall be deemed to be a representation and warranty as to the truth and accuracy of the fact specified in clause (b) of this Section determined as if the term "Default" appearing in such clause (b) were instead the term "Event of Default" and (B) the representation contained in the last sentence of Section 4.12 shall when remade pursuant to this Section in connection with such Borrowing be deemed to exclude the words "Default or", (iii) any representation and warranty contained in Article IV which by its terms is made as to matters as of a specified date shall when remade pursuant to this Section in connection with such Borrowing be deemed to be made as to matters as of such specified date and not any later date, and (iv) the representation contained in Section 4.04(b) shall when remade pursuant to this Section in connection with such Borrowing be deemed to refer not to December 31, 1997, but rather to the last day of the Fiscal Quarter most recently ended prior to the date of such Borrowing as to which the Borrower shall have delivered financial statements to the Bank pursuant to Section 5.01.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Revolving Credit Borrowing (i) the aggregate outstanding principal amount of the Revolving Credit Advances of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Revolving Credit Commitment and (ii) the aggregate outstanding principal amount of the Revolving Credit Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Revolving Credit Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Revolving Credit Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Revolving Credit Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that a Revolving Credit Borrowing shall not be deemed a representation or warranty as to the facts specified in clause (c) of this Section if the aggregate outstanding principal amount of the Revolving Credit Advances immediately after such Revolving Credit Borrowing will not exceed the aggregate outstanding principal amount of Revolving Credit Advances immediately before such Revolving Credit Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, ; except (i) to the extent explicitly relating any such representation or warranty is stated to a specified daterelate to an earlier date and (ii) for changes in the Schedules hereto reflecting transactions after the Closing Date permitted by this Agreement; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrower on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by the Borrower to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15); (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of such Borrowing, except to the extent explicitly relating to a specified date; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances of each Bank together with such Bank’s 's Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section.

CONDITIONS TO ALL BORROWINGS. The obligation of each Bank to make an Advance a Loan on the occasion of each Borrowing (including, without limitation, the obligation of the Swing Line Lender to make a Swing Line Advance) is subject to the satisfaction of the following conditions: (a) receipt by the Agent of Notice of Borrowing as required by Section 2.02 (or in the case of a Swing Line Advance, compliance with Section 2.15)2.02; (b) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (c) the fact that the representations and warranties of the Loan Parties Borrowers contained in Article IV of this Agreement shall be true, in all material respects, true on and as of the date of such Borrowing, except (i) to the extent explicitly relating any such representation or warranty is stated to a specified daterelate to an earlier date and (ii) for changes in the Schedules hereto reflecting transactions after the Closing Date permitted by this Agreement; and (d) the fact that, immediately after such Borrowing (i) the aggregate outstanding principal amount of the Advances Loans of each Bank together with such Bank’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, will not exceed the amount of its Commitment and (ii) the aggregate outstanding principal amount of the Advances together with the aggregate outstanding principal amount of all Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts, Loans will not exceed the lesser of: (A) the aggregate amount of the Commitments of all of the Banks as of such date; and (B) the Borrowing Base. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Loan Parties Borrowers on the date of such Borrowing as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section; provided that such Borrowing shall not be deemed to be such a representation and warranty to the effect set forth in Section 4.04(b) as to any event, act or condition having a Material Adverse Effect which has theretofore been disclosed in writing by Franklin Electric to the Banks if the aggregate outstanding principal amount of the Loans immediately after such Borrowing will not exceed the aggregate outstanding principal amount thereof immediately before such Borrowing.