Common use of Conditions to All Extensions of Credit Clause in Contracts

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan or Swingline Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan or Swingline Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make a Loan on the occasion of any Loan Borrowing (other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Lender Lenders to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request for issuance a Borrowing Request in accordance with Section 2.03 or a notice requesting the provisions issuance, amendment or extension of a Letter of Credit in accordance with Section 2.2(b4.01(b);, as the case may be. (ib) The representations and warranties of the Borrower set forth in the Loan Documents (other than, after the Effective Date, the representations and warranties set forth in Section 6 shallSections 6.05(b) and 6.06(a)) shall be true and correct in all material respects on and as of the date of and immediately after giving effect to such Borrowing or such issuance, subject amendment or extension of such Letter of Credit, as applicable; provided that (i) to the limitations set forth thereinextent such representations and warranties expressly relate to an earlier date, they shall be true and correct in all material respects as of such earlier date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default to the extent such representations and warranties are qualified by materiality, such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (c) In At the case time of a request for a Revolving Loan or a Letter of Credit, and immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) Borrowing or to the issuance such issuance, amendment or extension of such Letter of Credit, as the case may beapplicable, no Default shall have occurred and be continuing. Each Borrowing (i) the sum of other than a Borrowing made solely to refinance outstanding Borrowings that does not increase the aggregate outstanding principal amount of Revolving the Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed of any Lender outstanding) and the Revolving Committed Amountissuance, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery amendment or extension of each Notice of Borrowing and each request for a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Borrower on the correctness of date thereof that the matters conditions specified in subsections (bSections 7.02(b) and (c7.02(c) abovehave been satisfied with respect thereto.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to fund any Loan (other than an Overadvance Loan or Protective Advance), the Swingline Lender to make any Loan and of Swingline Loan, or the Issuing Lender LC Issuer to issue or extend any Letter of Credit Credit, in each case, on any date (including the initial Loans and the initial Letter of Credit) are Closing Date), is subject to satisfaction of the following conditions in addition a manner satisfactory to satisfaction on the Closing Date of the conditions set forth in Section 5.1Agent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth warranty by the Credit Parties contained herein and in Section 6 shall, subject to the limitations set forth therein, other Loan Documents shall be true and correct in all material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) as of such date (date, except for those which to the extent that such representation or warranty expressly relate relates to an earlier datedate or period (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) and as of such earlier date or period); (iib) no Default or Event of Default shall exist have occurred and be continuing either prior or would result immediately after the proposed Borrowing or the use of proceeds thereof; (c) Agent shall have received a Notice of Borrowing and, as applicable, the LC Issuer shall have received and LC Request, each in accordance with the terms of this Agreement; (d) All conditions precedent set forth in Section 1.1(a), Section 1.3(a), and Section 1.9(c), if applicable, to this Agreement shall be satisfied or after giving effect theretowaived in accordance with the terms of this Agreement; and (ce) In the case Solely with respect to issuance of a request for a Revolving Loan or a any Letter of Credit, immediately after giving effect to each of the making LC Conditions shall be satisfied or waived in accordance with the terms of such Loan (this Agreement. The request by the Borrowers and acceptance by the application Borrowers of the proceeds thereof) or to of any Loan or, as applicable, the issuance of such any Letter of Credit, shall be deemed to constitute, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amountdate thereof, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of Borrowers that the correctness of the matters specified conditions in subsections (b) and (c) abovethis Section 2.2 have been satisfied or waived in writing in accordance with this Agreement, as applicable.

Conditions to All Extensions of Credit. The obligations of each the Lender to make any Loan and of (including the Issuing Lender initial Loans) or to issue issue, amend, renew or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) , are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing Borrowing, Notice of Continuation or (ii) in the case of any Application and Agreement for Standby Irrevocable Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject shall (i) with respect to the limitations set forth thereinrepresentations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such extension of credit as if made on and as of such date, in each case except for any representation or warranty made as of an earlier date, which representation and warranty shall (A) with respect to representations and warranties that contain a materiality qualification, remain true and correct as of such earlier date and (B) with respect to representations and warranties that do not contain a materiality qualification, remain true and correct in all material respects as of such date (except for those which expressly relate to an earlier date. (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan or the issuance of such Letter of Credit, and in the case of a request for a Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Loans, plus (ii) LC Exposure, shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing or Application and Agreement for Standby Irrevocable Letter of Credit and each request for a Loan and each issuance, amendment, extension or renewal of any Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2000 (other than with respect to matters reflected in Schedule 6.9, which matters have not had and are not likely to have a Material Adverse Effect); and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Advances on the occasion of each Lender Borrowing, of each Swing Line Bank to make any Loan a Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV of this Agreement (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (earlier date, and except for those any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which expressly relate to an case such representation and warranty shall be true in all respects as of such earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of an Advance) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, Credit (i) the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the lesser of (A) the Aggregate Revolving Committed Amount, Amount and (B) the Borrowing Base Amount for such date and (ii) the LOC Obligations sum of the outstanding principal balance of the Total Outstandings shall not exceed the LOC Committed lesser of (A) the sum of the Outstanding Amount of the Term Loans and the Aggregate Commitments and (B) the Borrowing Base Amount. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective; (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default or Event of Default under Section 9.1(a) or Section 9.1(f)) shall exist as of the date of funding, in which event, the condition in this clause (c) shall be that (x) no Default or Event of Default shall exist on the date on which the definitive acquisition agreement with respect to such Limited Condition Acquisition is executed and effective and (y) no Default or Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each the Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Loan Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 2003 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base, (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Loan Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the any U.S. Issuing Lender to issue or extend any Letter U.S. Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The relevant Borrower shall have properly delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any U.S. Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)) or (C) in the case of Foreign Swingline Loans, a borrowing request in accordance with the borrowing procedures agreed to by the applicable Borrower and the applicable Foreign Swingline Lender; (iii) the The representations and warranties set forth in Section 6 shallArticle VI shall be, subject to the limitations set forth therein, true and correct in all material respects on and as of the date of such extension of credit, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, unless the failure to be so true and correct would not reasonably be expected to have a Material Adverse Effect; (iii) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (civ) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such U.S. Letter of Credit, Credit as the case may be, (iA) in the case of U.S. Revolving Loans, U.S. Swingline Loans and U.S. Letters of Credit, the sum of the aggregate outstanding principal amount of outstanding U.S. Revolving Loans PLUS plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations PLUS outstanding shall not exceed the U.S. Revolving Committed Amount, (B) in the case of U.S. Letters of Credit, the U.S. LOC Obligations outstanding shall not exceed the U.S. LOC Sublimit, (C) in the case of U.S. Swingline Loans, the aggregate principal amount of outstanding U.S. Swingline Loans shall not exceed the Revolving Committed AmountU.S. Swingline Sublimit, and (iiD) in the LOC Obligations case of Foreign Currency Loans, the sum of the aggregate principal amount of outstanding Foreign Currency Loans plus the Foreign Swingline Facility Reserve shall not exceed the LOC Foreign Currency Committed Amount. The delivery of each Notice of Borrowing and Borrowing, each request for a U.S. Swingline Loan, each request for the issuance or extension of a U.S. Letter of Credit pursuant to Section 2.2(b) and each request for a Foreign Swingline Loan, shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii) and and, to the best of the applicable Borrower’s knowledge based on then available exchange rate information in the case of any representation in subsection (civ) above involving Foreign Currencies, (iv) above.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Advances on the occasion of each Lender Borrowing, of each Swing Line Bank to make any Loan a Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (earlier date, and except for those any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which expressly relate to an case such representation and warranty shall be true in all respects as of such earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of an Advance) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (b) The representations and warranties of each Borrower and each other Credit Party contained in Section 2, Section 3, Section 6 or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of the requested credit extension (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects on and as of such the date of the requested credit extension (except for those which expressly to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), and except that for purposes of this Section 5.2(b), the representations and warranties contained in Sections 6.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and (iib), as applicable. (c) no There shall not have been commenced against any Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) There shall not have occurred any Material Adverse Effect since the extension of the last Loan; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the Effective Date are the Specified Representations and (y) Sections 5.02(c), (d) and (e) shall not apply to the Loans made and Letters of Credit issued on the Effective Date.

Conditions to All Extensions of Credit. The obligations Except as otherwise expressly provided herein, the obligation of each the Lender or L/C Issuer to make fund any Loan and of the Issuing Lender to issue or extend incur any Letter of Credit Obligation (including the initial other than a notice requesting only a conversion of Loans, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans and the initial Letter of Creditother than in connection with an Incremental Facility which shall be governed by Section 1.12, a Refinancing Amendment which shall be governed by Section 1.13, an Extension which shall be governed by Section 1.14, a Revolving Loan deemed made pursuant to Section 1.1(d)(vi) are or a Swing Loan), in each instance, is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: precedent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loansubject to Section 11.2(g), any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth made by any Credit Party contained herein or in Section 6 shall, subject to the limitations set forth therein, any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date date, except (except for those which x) to the extent that such representations and warranties expressly relate to an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date) and (iiy) that for purposes of this Section 2.2, the representations and warranties contained in Section 3.11(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 4.1(a) and (b), respectively; (b) with respect to Loans or Issuances of Letters of Credit, subject to Section 11.2(g), no Default or Event of Default shall exist has occurred and be is continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after upon giving effect to the making or issuance thereof; (c) with respect to Loans, Agent’s receipt of such Loan a Notice of Borrowing in accordance with the requirements hereof; (and the application of the proceeds thereofd) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount in connection with a Borrowing of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans in an Alternative Currency or the Issuance of Letters of Credit in an Alternative Currency, there shall not exceed the Revolving Committed Amounthave occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such credit extension to be denominated in such Alternative Currency; and (iie) if the LOC Obligations shall not exceed applicable Borrower is a Designated Revolving Borrower, then the LOC Committed Amount. The delivery conditions of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.Section

Conditions to All Extensions of Credit. The obligations On the date of each Lender to make any Loan Borrowing and on the date of the Issuing Lender to issue each issuance, amendment, extension or extend any renewal of a Letter of Credit (including in each case, unless waived by the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:Required Lenders): (a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loana Borrowing Request as required by Section 2.03 or, an appropriate Notice of Borrowing or (ii) in the case of any the issuance of a Letter of Credit, the applicable Issuing Lender Bank and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b2.04(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except for those which (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and or (ii) no Default to the extent qualified by or Event of Default subject to a “material adverse effect” or similar term or qualification, in which case such representations and warranties shall exist be true and be continuing either prior to or after giving effect thereto; andcorrect in all respects. (c) In At the case time of a request for a Revolving Loan and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of CreditCredit (other than an amendment, immediately after giving effect to extension or renewal of a Letter of Credit without any increase in the making of such Loan (and the application of the proceeds thereof) or to the issuance stated amount of such Letter of Credit), as the case may beapplicable, no Event of Default or Default shall have occurred and be continuing. (d) After giving effect to (i) any Borrowing of U.S. Loans or the sum issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.S. Borrower, clauses (a) and (b) of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Availability Conditions shall not exceed the Revolving Committed Amount, be satisfied and (ii) any Borrowing of U.K. Loans or the LOC Obligations issuance (or deemed issuance, as may be applicable), amendment, extension or renewal of any Letter of Credit for the account of any U.K. Borrower, clauses (a) and (c) of the Availability Conditions shall not exceed the LOC Committed Amountbe satisfied. The delivery of each Notice of Each such Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Loan Parties on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the correctness of the applicable matters specified in subsections paragraphs (b), (c) and (cd) aboveof this Section 4.02.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make Advances on the occasion of each Lender Borrowing, of the Swing Line Bank to make any Loan each Swing Line Advance and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Credit (Letters of Credit, including the initial Loans and the initial Letter first Extension of Credit) are , is subject to the satisfaction of the following conditions in addition to satisfaction on (provided that a Conversion shall not constitute a “Borrowing” or “Extension of Credit” for the Closing Date purposes of the conditions set forth in Section 5.1:this Section): (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swing Line Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.04 and Section 6 shall4.05(b)) shall be true in all material respects as if made on and as of the date of such Extension of Credit (other than with respect to any representation and warranty that expressly relates to an earlier date, subject to the limitations set forth therein, in which case such representation and warranty shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) immediately prior to and (ii) immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make honor any Loan and Borrowing Request (other than an Interest Election Request requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Loans), the Issuing Lender Bank to issue amend, renew or extend any Letter of Credit (including Credit, or the initial Loans and the initial Letter of Credit) are Swingline Lender to make a Swingline Loan, is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Borrower contained in Article V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) or any portion other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement), shall be true and correct on and as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, except to the Issuing Lender extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received an appropriate request be true and correct as of such earlier date, and except that for issuance in accordance with the provisions purposes of this Section 2.2(b); (i4.02(a) the representations and warranties set forth contained in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date subsections (except for those which expressly relate to an earlier datea) and (iib) no Default or Event of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02. (b) No Default shall exist and be continuing either prior to exist, or after giving effect thereto; andwould result from such proposed Extension of Credit. (c) In The Administrative Agent and, if applicable, the case of Issuing Bank or the Swingline Lender shall have received a Borrowing Request or request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant or making of a Swingline Loan in accordance with the requirements hereof. Each Borrowing Request or request for issuance of a Letter of Credit or making of a Swingline Loan (other than an Interest Election Notice requesting only a conversion of Loans to Section 2.2(bthe other Type or a continuation of Eurodollar Loans) submitted by the Borrower shall constitute be deemed to be a representation and warranty by that the Credit Parties of the correctness of the matters conditions specified in subsections Sections 4.02(a) and (b) have been satisfied on and (c) aboveas of the date of the applicable Extension of Credit.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Loan Notice of Borrowing or and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 Article VI shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and Part I and Part II of Schedule 6.17 shall be updated as of such date; (iic) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Total Outstandings shall not exceed the lesser of (x) Revolving Committed Amount, Amount and (y) the Borrowing Base Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Loan Notice (other than a Loan Notice requesting only a conversion of Borrowing Eurodollar Loans to Base Rate Loans) and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect theretothereto and (v) There shall not have occurred any Material Adverse Change since the extension of the last Loan; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed Amount, and the sum of Swingline Loans outstanding shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) and (vi) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate a Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing; (ib) the The representations and warranties set forth in Section 6 and in any certification delivered pursuant to Section 7.1 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower or any material Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2007 (other than with respect to matters reflected in Schedule 6.8, which matters have not had and are not likely to have a Material Adverse Effect); (f) The Borrower shall have paid all fees due to the Lenders on such date, pursuant to the Agents’ Fee Letter; (g) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application borrowing of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may beInitial Loans, (i) an officer’s certificate of the Borrower that amounts payable by the Borrower to holders of the Convertible Notes in respect of the Sept 2008 Put Right will be timely paid after the funding of the Initial Loans and in accordance with the Convertible Notes Indenture, (ii) the Initial Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Initial Loans shall not exceed the Revolving Initial Loan Committed Amount; and (h) In the case of the borrowing of the Delayed Draw Loans, and (i) the Tax Payment shall have been made, or substantially concurrently with the borrowing of the Delayed Draw Loans shall be made, (ii) the LOC Obligations Delayed Draw Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of Delayed Draw Loans shall not exceed the LOC Delayed Draw Loan Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses 5.2 (b), (c), (d), (e), (f), (g) (in the case of the borrowing of the Initial Loans) and (ch) (in the case of the borrowing of the Delayed Draw Loans) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material aspects as of such earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving lesser of (I) the Committed AmountAmount and (II) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each -------------------------------------- Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including are subject to satisfaction on the initial Loans and date such Loan is made, Converted or Extended or the initial date such Letter of Credit) are subject Credit is issued or extended, as applicable, to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to 5 and in each of the limitations set forth therein, other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto; (e) No Material Adverse Change shall have occurred or become known since the delivery of its most recent quarterly financial statements; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed and the Revolving Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Restatement Effective Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) to the Administrative Agent, in the case of any Revolving Loan, any portion of Loan or the Tranche A C Term Loan or any portion of the Tranche B Term LoanLoans, an appropriate a Notice of Borrowing or (ii) to the relevant Issuing Lender, in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 1998, which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC outstanding Obligations PLUS Swingline Loans shall not exceed the Revolving lesser of (A) the Aggregate Committed Amount, Amount and (B) the Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each request for a Swingline Loan pursuant to Section 2.3(b) and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness as of the date of such delivery of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make any Loan and of Loans to the Issuing Lender Borrower hereunder is subject in each case to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower the Closing Date shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan occurred or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance will occur simultaneously with the provisions making of Section 2.2(b);such Loans. (ib) the The representations and warranties set forth of the Borrower and any Subsidiary or Affiliate of the Borrower that is a party to any Loan Document made herein or any other Loan Document shall be true and correct in Section 6 shallall material respects on and as of the borrowing date (except where such representations and warranties expressly relate to an earlier date, subject to the limitations set forth therein, be in which case such representations and warranties shall have been true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to exist, or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to would result from the making of such Loan (and to Borrower or from the application of the proceeds thereoftherefrom. (d) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Borrowing Notice and/or Swing Line Loan Notice, as applicable, in accordance with the requirements hereof. (e) Each Lender that has requested a Term Note, New Loan Note or Swing Line Note at least two Business Days in advance of the borrowing date shall have received such Note executed by the Borrower in favor of such Lender, evidencing such Lender’s Loan or Loans; Each Borrowing Notice or Swing Line Loan Notice, as applicable, (other than a Borrowing Notice requesting only a conversion of Loans to the issuance other Type or a continuation of such Letter of Credit, as Eurodollar Loans) submitted by the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Borrower shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant be deemed to Section 2.2(b) shall constitute be a representation and warranty by that the Credit Parties of the correctness of the matters conditions specified in subsections Sections 4.02(a), (b) and (c) abovehave been satisfied on and as of the applicable borrowing date.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 1997 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Foreign Currency Loans plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (C) the Foreign Currency Loans outstanding shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including are subject to satisfaction on the initial Loans and date such Loan is made, Converted or Extended or the initial date such Letter of Credit) are subject Credit is issued or extended, as applicable, to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to 5 and in each of the limitations set forth therein, other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto; (e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed and the Revolving Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Revolving Loan (including the initial Loans and the initial Letter of CreditRevolving Loans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 Article VI (other than Sections 6.2 and 6.8) shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed AmountSublimit. (e) In the case of a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Issuing Lender would make it impracticable for such Letter of Credit to be denominated in the relevant Alternative Currency. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of the Lenders to make (but not Continue or Convert) Loans on the occasion of each Lender Borrowing, of each Swingline Bank to make any a Swingline Loan and of each LC Issuing Bank to issue, extend or increase the Issuing Lender to issue or extend any Letter stated amount of Letters of Credit, including the first Extension of Credit (including the initial Loans and deemed issuance of the initial Letter Existing Letters of Credit) are Credit hereunder), is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender Administrative Agent shall have received an appropriate request a Notice of Borrowing, Notice of Swingline Borrowing or Request for issuance in accordance with the provisions of Section 2.2(b)Issuance, as applicable; (ib) all representations and warranties of the Borrower contained in Article IV (other than the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, Sections 4.04 and 4.05(b) which shall only be made and need only be true on the Closing Date) shall be true in all material respects as if made on and correct as of the date of such Extension of Credit (except that (i) with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such date (except for those which expressly relate to an earlier date) , and (ii) with respect to any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such date (or earlier date, as applicable); (c) immediately prior to and immediately after such Extension of Credit, no Default or Event of Default under this Agreement shall exist have occurred and be continuing either prior to or after giving effect theretocontinuing; and (cd) In the case of a request for a Revolving Loan or a Letter immediately after such Extension of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall Outstanding Credits will not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountaggregate Commitment. The delivery making of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant to Section 2.2(b(other than any Conversion or Continuation of a Loan) shall constitute be deemed to be a representation and warranty by the Borrower on the date of such Extension of Credit Parties of that the correctness of the matters conditions specified in subsections paragraphs (b), (c) and (cd) aboveabove have been satisfied.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cv) In There shall not have occurred any Material Adverse Change since the case extension of a request for a Revolving Loan or a Letter of Credit, immediately the last Loan; (vi) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and (vii) Immediately after giving effect to the making of the Delayed Draw Term Loan (and the application of the proceeds thereof) the Outstanding Amount of the Delayed Draw Term Loan shall not exceed the aggregate amount of the Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above (and, with respect to any Borrowing of the Delayed Draw Term Loan, subsection (vii) above).

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.3(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations sum of the aggregate principal amount of outstanding Sweep Plus Revolving Loans shall not exceed the LOC Sweep Plus Revolving Committed Amount, and (iii) the sum of the aggregate principal amount of outstanding Non-Sweep Revolving Loans shall not exceed the Non-Sweep Revolving Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b) ), (c), and (c) d), above.

Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make, convert or extend any Loan (including the obligations of the Lenders to make any advances on the Tranche A Term Loan and to fund the Tranche B Term Loan) and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans (and the initial advances on the Tranche A Term Loan and the funding of the Tranche B Term Loan) and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any Foreign Currency Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.3(b)(i) or (C) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (v) No material adverse change shall have occurred since January 1, 1995 in the condition (financial or otherwise), business or management of the Borrower or of the Borrower and its Subsidiaries taken as a whole; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (1) the Revolving Committed AmountAmount and (2) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter Extension of Credit, as the case may be, (i) the sum Outstanding Amount of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, Amount and (ii) the LOC Outstanding Amount of the Term Loan Obligations shall not exceed the LOC Aggregate Term Loan Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.;

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Other than Revolving Loans to the Sweep Account, Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and. (ce) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit Loan pursuant to Section 2.2(b2.1(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan, any Loan (or conversion or extension of a portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan), an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of CreditExtension/Conversion, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)as applicable; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. (a) The obligations effectiveness of each Lender this Agreement (and the Amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan and of the Issuing Lender to issue or otherwise extend any Letter credit to the Company upon the occasion of Credit each borrowing hereunder (including the initial Loans and borrowing on the initial Letter of CreditEffective Date) are subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loanprecedent that, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either both immediately prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) no Default shall have occurred and be continuing; and (ii) the application representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the proceeds thereof) or other Loan Documents to which it is a party, shall be true and complete on and as of the issuance date of such Letter effectiveness or the date of Creditthe making of such Loan or other extension of credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the first sentence of this Section 6.02(a) (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance). (b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the sum Agent in proper form for filing in the corresponding Section of the aggregate outstanding principal amount Registry of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed Property of the Revolving Committed AmountCommonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the LOC Obligations shall not exceed Obligors in form and substance reasonably satisfactory to the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified Agent in subsections (b) and (c) aboveconnection with such Additional Puerto Rico Security Documents.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of Loan to the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion,; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate a Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2003 (other than with respect to matters reflected in Schedule 6.8, which matters have not had and are not likely to have a Material Adverse Effect); and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) 76 are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective; (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default or Event of Default under Section 9.1(a) or Section 9.1(f)) shall exist as of the date of funding, in which event, the condition in this clause (c) shall be that (x) no Default or Event of Default shall exist on the date on which the definitive acquisition agreement with respect to such Limited Condition Acquisition is executed and effective and (y) no Default or Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans), and the initial of any L/C Issuer to issue a Letter of Credit) Credit hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of Loan to the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (C) in the case of any Letter of Credit, to the Issuing Lender shall have received applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.2(b2.4(b); (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (other than Revolving Loans pursuant to Sections 2.2(c) and 2.3(b)) and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) aboveabove as of the date of the proposed borrowing or issuance, as the case may be.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 29, 2001 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount, Amount and (B) the Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (b) The representations and warranties of each Borrower and each other Credit Party contained in Section 2, Section 3, Section 6 or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of the requested credit extension (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects on and as of such the date of the requested credit extension (except for those which expressly to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), and except that for purposes of this Section 5.2(b), the representations and warranties contained in Sections 6.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and (iib), as applicable. (c) no There shall not have been commenced against any Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In There shall not have occurred any Material Adverse Effect since the case extension of a request for a Revolving Loan or a Letter of Credit, immediately the last Loan; (f) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and (g) Solely with respect to the Delayed Draw Term Loan, the Administrative Agent shall have received satisfactory evidence that all conditions precedent to the closing of the Dover Acquisition have been met in all material respects or waived in writing by each of the parties thereto other than the payment of the purchase price payable at closing in accordance with the terms of the Dover Acquisition Agreement. The Dover Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Dover Acquisition Agreement as originally executed and delivered. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections clauses (b), (c), (d), (e), (f) and (cg) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the Effective Date are the Specified Representations and (y) Sections 5.2(c), (d) and (e) shall not apply to the Loans made and Letters of Credit issued on the Effective Date.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (iiin the case of any representation or warranty qualified by materiality or Material Adverse Effect) no (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); (c) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect theretoto the making of such Loan; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b) ), (c), and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.3(b); (ib) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) Concurrent with the delivery of the appropriate notice required pursuant to Section 5.2(a) above, the Principal Borrower shall have delivered a certificate of the chief financial officer of the Principal Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.11(a) and Section 7.11(b) by calculation thereof after giving effect to the making of the requested Loan (and the application of the proceeds thereof) or to the issuance of the requested Letter of Credit, as the case may be, and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Credit Parties propose to take with respect thereto. (f) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since December 31, 2002; and (cg) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (b), (c), (d), (f) and (cg) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Loan Notice and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Funding Date; (ab) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; andSection 6.01; (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) Credit the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving lesser of (i) the Aggregate Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. Borrowing Base Amount for such date; The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clause (bf)(iii) and (c) abovefor an Extension of Credit for an Acquisition Project).

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in to the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Article V (other than Section 6 shall5.1(b) and Section 5.17) shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Effective Date (and on the Effective Date only) of the conditions set forth in Section 5.1: (ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cv) In There shall not have occurred any Material Adverse Change since the case extension of a request for a Revolving Loan or a Letter of Credit, immediately the last Loan; (vi) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and (vii) Immediately after giving effect to the making of the Delayed Draw Term Loan (and the application of the proceeds thereof) the Outstanding Amount of the Delayed Draw Term Loan shall not exceed the aggregate amount of the Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above (and, with respect to any borrowing of the Delayed Draw Term Loan, subsection (vii) above).

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The applicable Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b) or of Section 2.6(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against either Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or after the Closing Date in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (v) No material adverse change shall have occurred since November 28, 1999 in the condition (financial or otherwise), business, management or prospects of Xxxx and its Subsidiaries taken as a whole; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus Domestic LOC Obligations PLUS outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Revolving Committed Amount, (B) the sum of the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Foreign Currency Committed Amount and (iiC) the Domestic LOC Obligations shall not exceed the Domestic LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) or Section 2.6(b) shall constitute a representation and warranty by the Credit Parties requesting Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of each of the following conditions (in addition to satisfaction on the Closing Date of each of the conditions set forth in Section 5.1:5.1 as of the Closing Date and satisfaction on of each of the conditions set forth in Section 5.2 as of the Effective Date): (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing; (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against either of the Credit Parties or Sheridan an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of CreditLoan, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving lesser of (i) the Committed Amount, Amount and (ii) 50% of the LOC Obligations purchase price paid by the Borrower for Tendered Shares; (f) In the case of the second advance on the Tender Loan, the Agent shall not exceed have received all certificates evidencing the LOC Committed Amount. Tendered Shares which were tendered pursuant to a Notice of Guaranteed Delivery; and (g) The Agent shall have received evidence that the Investor Group shall have made aggregate cash equity investments in the Borrower (directly or indirectly through the Parent) on terms that are satisfactory to the Agent and in an amount at least equal to 50% of the purchase price actually paid by the Borrower for Tendered Shares plus all expenses incurred by the Borrower in connection with the Tender Offer The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (c) aboved).

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date), which shall be true and correct in all material aspects as of such earlier date; (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving lesser of (I) the Committed AmountAmount and (II) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), convert any existing Loan into a Loan of another Type or extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed and the Revolving Committed Amount, and (ii) the aggregate principal amount of outstanding LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Borrowing; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); and (iii) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate request for a Swingline Loan advance in accordance with the provisions of Section 2.3(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus the aggregate principal amount of outstanding Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of outstanding Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing and Borrowing, each Notice of Extension/Conversion, each request for a Letter of Credit pursuant to Section 2.2(b) and each request for a Swingline Loan pursuant to Section 2.3(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Fifth Amendment Effective Date of the conditions set forth in Section 5.1the Fifth Amendment: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount; and (f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be (the “Borrowing”), the ratio of (a) Funded Indebtedness of the Consolidated Parties on a consolidated basis on the day of such Borrowing to (b) the sum of (x) Consolidated EBITDA for the three fiscal-quarter period ending as of the last day of the most recent fiscal quarter preceding the date of such Borrowing for which the Agent has received the Required Financial Information plus (y) Projected Consolidated EBITDA for the applicable fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA, shall not exceed the then applicable ratio set forth in Section 7.11(a) for the last day of the applicable fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the extent that any portion representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the other than those representations and warranties set forth which expressly relate to an earlier date, in Section 6 shallwhich case, subject to the limitations set forth therein, be they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter Extension of Credit, as the case may be, (i) the sum Outstanding Amount of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Aggregate Revolving Committed Amount, Amount and (ii) the LOC Outstanding Amount of the Term Loan Obligations shall not exceed the LOC Aggregate Term Loan Committed Amount. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan (or any portion of the Tranche B Term Loanthereof), an appropriate Notice of Borrowing (or (x) in the case of a request for a Delayed-Draw Term Loan, the Administrative Agent shall have delivered a Delayed-Draw Term Loan Funding Notice and (y) in the case of a request for a New Delayed-Draw Term Loan, the Administrative Agent shall have delivered a New Delayed-Draw Term Loan Funding Notice) or Notice of Continuation/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date which shall be true and correct as of such earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Delayed-Draw Term Loan Funding Notice, each New Delayed-Draw Term Loan Funding Notice and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in to the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date (pre-term-out), to the extent the Borrower has exercised the term-out option pursuant to Section 2.2.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including advances on the Term Loan) and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans (and the initial advance of the Term Loan) and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (v) No material adverse change shall have occurred since November 27, 1994 in the condition (financial or otherwise), business, management or prospects of the Borrower and its Subsidiaries taken as a whole; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the aggregate Revolving Committed Amount, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Closing Date of the conditions set forth in Section 5.2: (a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of Foreign Currency Loan, the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.3(b)(i) or (C) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No material adverse change shall have occurred since December 29, 1996 in the condition (financial or otherwise), business or management of the Borrower or of the Borrower and its Subsidiaries taken as a whole; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (1) the Revolving Committed AmountAmount and (2) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make make, convert or extend any Loan and of the an Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against Alchem or any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No development or event which has had or could have a Material Adverse Effect shall have occurred since June 28, 1997; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Revolving Borrowing or Notice of Extension/Conversion; (b) The Borrower shall have delivered in the case of any portion of the Tranche A Term Loan or any portion of the Tranche B Term Acquisition Loan, an appropriate Notice of Acquisition Loan Borrowing or (ii) and otherwise satisfied the conditions set forth in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)2.3; (ic) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (d) and There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) no of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (e) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Revolving Borrowing or Notice of Acquisition Loan Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist have occurred and be continuing either prior to or after giving effect thereto; (e) No material adverse change shall have occurred since December 27, 1997 financial or otherwise), business, management or prospects of the Consolidated Parties taken as a whole; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The applicable Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b) or of Section 2.6(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against either Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or after the Closing Date in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (v) No material adverse change shall have occurred since December 3, 1995 in the condition (financial or otherwise), business, management or prospects of Xxxx and its Subsidiaries taken as a whole; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus Domestic LOC Obligations PLUS outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans p1us the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Revolving Committed Amount, (B) the sum of the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Foreign Currency Committed Amount and (iiC) the Domestic LOC Obligations shall not exceed the Domestic LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) or Section 2.6(b) shall constitute a representation and warranty by the Credit Parties requesting Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing or Notice of Extension/Conversion; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; -45- 50 (v) No material adverse change shall have occurred since December 31, 1995 in the condition (financial or otherwise), business, management or prospects of the Borrower and its Subsidiaries taken as a whole; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, 42 57 assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (iiB) the LOC Obligations shall not exceed the LOC Committed AmountAmount and (C) if the Consolidated Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower exceeded 4.75 : 1.00 as indicated on the most recently delivered officer's compliance certificate required under Section 7.1(c), Availability shall be at least $5,000,000. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) on any date are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of each of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:4.01 for the initial Extension of Credit shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties made in or pursuant to this Agreement and the other Credit Documents shall have delivered be true in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the date of such Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (i) Immediately following the making of such Extension of Credit the Outstanding Amount of the Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) with respect to Term Loans, the amount of such requested Extension of Credit shall not exceed the aggregate available Term Loan Commitments; and (e) In the case of an Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Revolving LoanLoans to be denominated in an Alternative Currency), the Required Term Lenders (in the case of any portion of Term Loans to be denominated in an Alternative Currency) or the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or L/C Issuer (ii) in the case of any Letter of Credit, Credit to be denominated in an Alternative Currency) would make it impracticable for such Extension of Credit to be denominated in the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date) and (ii) no Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the relevant Alternative Currency. The making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing First Amendment Effective Date of the conditions set forth in Section 5.16 of the First Amendment: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing, Notice of Extension/Conversion or Notice of Swingline Borrowing or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall6, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for date, other than those representations and warranties which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct to such extent in all respects as of such applicable date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such any Revolving Committed Loan or Swingline Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Committed Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount; and (f) The Borrower (nor any of its Affiliates) shall have not provided notice to the Bond Holders (as defined in clause (iv) of the definition of “Change of Control”) that it will (pursuant to a Bond Holder’s demand or otherwise) repurchase or prepay the Debentures (as defined in clause (iv) of the definition of “Change of Control”) in connection with an anticipated Change of Control and such notice shall not have been revoked in a manner that would cause the Borrower not to be obligated to repurchase or prepay such Debentures. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving lesser of (I) the Committed AmountAmount and (II) the Borrowing Base, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing Borrowing, Notice of Continuation or Notice of Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) ), the establishment of a Derivative Exposure Reserve or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans plus the Aggregate Derivative Exposure Amount shall not exceed the Revolving Committed Amount, and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus the Aggregate Derivative Exposure Amount, plus the then-outstanding Term Loan Obligations shall not exceed the Borrowing Base, (iii) the LOC Obligations shall not exceed the LOC Committed AmountAmount and (iv) the Aggregate Derivative Exposure Amount shall not exceed Reserve Limit. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since December 31, 1997 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (A) the Revolving Committed Amount, Amount and (B) the Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.3(b); (ib) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) Concurrent with the delivery of the appropriate notice required pursuant to Section 5.2(a) above, the Principal Borrower shall have delivered a certificate of the chief financial officer of the Principal Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with -------------- the financial covenants contained in Section 7.11(a) and Section 7.11(b) by calculation thereof after giving effect to the making of the requested Loan (and the application of the proceeds thereof) or to the issuance of the requested Letter of Credit, as the case may be, and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Credit Parties propose to take with respect thereto. (f) No development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since September 30, 2000; and (cg) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the aggregate principal amount of outstanding ---- Competitive Loans plus the aggregate principal amount of outstanding Swingline ---- Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed ---- Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (b), (c), (d), (f) and (cg) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and; (cd) In the case of No circumstances, events or conditions shall have occurred since December 31, 1997 which has had or could have a request for a Revolving Loan or a Letter of Credit, immediately Material Adverse Effect. (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus Swingline Loans outstanding plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the lesser of (A) the Revolving Committed Amount, Amount and (B) the Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (c) abovee).

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.01 shall have been met as of the Closing Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, Credit (i) the sum of the aggregate outstanding principal amount balance of the Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Aggregate Committed Amount, Amount for such date and (ii) the LOC Obligations sum of the outstanding principal balance of the Total Outstandings shall not exceed the LOC Committed AmountAggregate Commitments. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender the Lenders to make any Loan and of the Issuing Lender to issue or otherwise extend any credit to Borrower upon the occasion of each Borrowing or other extension of credit (whether by making a Loan or issuing a Letter of Credit Credit) hereunder (including the initial Loans and the initial Letter of Creditborrowing) are is subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: precedent that: (a) The Borrower shall have delivered No Default or Event of Default; Representations and Warranties True. Both immediately prior to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) in the case no Default or Event of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Default shall have occurred and be continuing; (ii) in the case each of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the representations and warranties set forth made by the Credit Parties in Section 6 shall, subject Article VIII and by each Credit Party in each of the other Credit Documents to the limitations set forth therein, which it is a party shall be true and correct in all material respects on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (except for those it being understood and agreed that any such representation or warranty which expressly relate to by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as such earlier date) , and that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date); and (iiiii) no Default or Event from and after December 31, 2015 and until the Xxxx Massachusetts Project Opening Date, if the Credit Parties have not received Equity Contributions as of Default shall exist and be continuing either prior such date in an amount equal to or after giving effect thereto; and greater than the Equity Contribution Threshold, the aggregate amount of all Revolving Loans outstanding (c) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereofrequested Revolving Loan) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the amount of the Equity Contributions made on or prior to the date such Revolving Committed AmountLoan is made; provided, and (ii) that prior to the LOC Obligations Xxxx Massachusetts Project Opening Date Borrower shall not exceed be required to satisfy the LOC Committed Amount. The delivery of each Notice of Borrowing conditions in this Section 7.02(a)(iii) in connection with any Loan requested by Borrower to be utilized solely to pay interest or fees due and each request for a Letter of Credit pursuant payable or to Section 2.2(b) shall constitute a representation become due and warranty by the Credit Parties of the correctness of the matters specified in subsections (b) and (c) abovepayable under this Agreement.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert any existing Base Rate Loan into a Loan of another Type or Extend any existing Eurodollar Rate Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including are subject, on the initial Loans and date such Loan is made, Converted or Extended or the initial date such Letter of Credit) are subject Credit is issued or extended, as applicable, to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions: (a) The Borrower shall have delivered to the Administrative Agent and/or the Issuing Lender, as appropriate, (i) in the case of any Revolving Loan, any portion of the Tranche A B Term Loan or any portion of the Tranche B Term Swingline Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.02(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to Article V and in each of the limitations set forth therein, other Senior Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and references to Schedules shall be deemed to refer to the most updated supplements to Schedules to be delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing. (iic) no There shall not have been commenced against any Credit Party or Subsidiary Grantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto; (e) No material adverse change shall have occurred or become known since the Closing Date in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), results of operations, cash flows, operations, condition (financial or otherwise) or prospects of the Borrower its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole (determined on a pro forma basis), and there shall exist no conditions, events or occurrences that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding Revolving Credit Facility Obligations and the aggregate principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline outstanding Tranche B Term Loans shall not exceed any of the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Article II. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension of Eurodollar Rate Loans or Conversion of Base Rate Loans and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.02(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2: (ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loandelivered, an appropriate Notice of Borrowing Borrowing, Notice of Extension/Conversion or LOC Documents; (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrowers or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect theretothereto and (v) There shall not have occurred any Material Adverse Change since the extension of the last Loan; and (cvi) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate Revolving Obligations outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit. (vii) Immediately after giving effect to the making of the Delayed Draw Term Loan (and the application of the proceeds thereof) the Outstanding Amount of the Delayed Draw Term Loan shall not exceed the aggregate amount of the Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (iii), (iv), (v) and (cvi) above (and, with respect to any Borrowing of the Delayed Draw Term Loan, subsection (vii) above).

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, and (iiB) the LOC Obligations shall not exceed the LOC Committed AmountAmount and (C) the Consolidated Leverage Ratio shall not be greater than 3.00:1.00. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (iii) the The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (iii) There shall not have been commenced against the Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iiiv) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (cv) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not exceed the Revolving Committed Amount, Amount and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for the issuance of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (iii), (iv) and (cv) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend extent any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B New Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (ii) in the case of any Swing Line Loan, an appropriate Swing Line Loan Request and (iii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b2.4(b);. (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) and (ii) no No Default or Event of Default shall exist and be continuing either immediately prior to or immediately after giving effect thereto; and (cd) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of CreditLoan, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate outstanding principal amount of Swing Line Loans plus the LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c) and (cd) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since June 25, 2000 which would have a Material Adverse Effect; and (cf) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (cf) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (i) in to the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or (ii) in the case Notice of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Extension/Conversion; (ib) the The representations and warranties set forth in Section 6 shall5 (other than Section 5.17) shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date (pre-term-out), to the extent the Borrower has exercised the term-out option pursuant to Section 2.2.

Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan and of the Issuing Lender to issue make, convert or extend any Letter of Credit Loan (including the initial Loans Loans), and the initial of any L/C Issuer to issue a Letter of Credit) Credit hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1: (a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any portion of Loan to the Tranche A Term Loan or any portion of the Tranche B Term LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (iiB) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (C) in the case of any Letter of Credit, to the Issuing Lender shall have received applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.2(b2.4(b); (ib) the The representations and warranties set forth in Section 6 shall5 shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may beapplicable, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter Notice of Credit pursuant to Section 2.2(b) Extension/Conversion shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof.

Conditions to All Extensions of Credit. The obligations obligation of each Lender to make honor any Loan and Borrowing Request (other than an Interest Election Request requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Loans), an Issuing Lender Bank to issue amend, renew or extend any Letter of Credit (including Credit, or the initial Loans and the initial Letter of Credit) are Swingline Lender to make a Swingline Loan, is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion representations and warranties of the Tranche A Term Loan Borrower contained in Article V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) or any portion other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement), shall be true and correct on and as of the Tranche B Term Loan, an appropriate Notice date of Borrowing or (ii) in the case of any Letter such Extension of Credit, except to the Issuing Lender extent that such representations and warranties specifically refer to an earlier date, in which case they shall have received an appropriate request be true and correct as of such earlier date, and except that for issuance in accordance with the provisions purposes of this Section 2.2(b); (i4.02(a) the representations and warranties set forth contained in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date subsections (except for those which expressly relate to an earlier datea) and (iib) no Default or Event of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02. (b) No Default shall exist and be continuing either prior to exist, or after giving effect thereto; andwould result from such proposed Extension of Credit. (c) In The Administrative Agent and, if applicable, the case of appropriate Issuing Bank or the Swingline Lender shall have received a Borrowing Request or request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant or making of a Swingline Loan in accordance with the requirements hereof. Each Borrowing Request or request for issuance of a Letter of Credit or making of a Swingline Loan (other than an Interest Election Notice requesting only a conversion of Loans to Section 2.2(bthe other Type or a continuation of Eurodollar Loans) submitted by the Borrower shall constitute be deemed to be a representation and warranty by that the Credit Parties of the correctness of the matters conditions specified in subsections Sections 4.02(a) and (b) have been satisfied on and (c) aboveas of the date of the applicable Extension of Credit.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to the making of such Swingline Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate outstanding principal amount of Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit: (a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:4.02 shall have been met as of the Funding Date; (ab) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (c) The Borrower representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall have delivered (i) in the case of any Revolving Loanwith respect to representations and warranties that contain a materiality qualification, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or be true and correct and (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (i) the respect to representations and warranties set forth in Section 6 shall, subject to the limitations set forth thereinthat do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.03(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (iib) no Default or Event of Default shall exist and be continuing either prior to or after giving effect theretoSection 6.01; and (cd) In the case of a request for a Revolving Loan or a Letter of Credit, immediately after giving effect to Immediately following the making of such Loan (and Extension of Credit the application sum of the proceeds thereof) or to outstanding principal balance of the issuance Revolving Obligations shall not exceed the lesser of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Aggregate Committed Amount, Amount and (ii) the LOC Obligations shall not exceed the LOC Committed AmountBorrowing Base Amount for such date. The delivery making of each Notice of Borrowing and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b) ), (c), and (cd) aboveof this Section.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Initial Funding Date of the conditions set forth in Section 5.2: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 and in Section 10 of the Warburg Guaranty shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower or the Parent an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.

Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan or Swingline Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (ib) the The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (iid) no No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (ce) In the case of a request for a Revolving Loan or a Letter of Credit, immediately Immediately after giving effect to the making of such Revolving Loan or Swingline Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount, and (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing Borrowing, and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (ce) above.