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, convert or extend any Loan (including the initial Loans), and of any L/C Issuer to issue, extend or amend a Letter of 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 4.1: (a) The Borrower shall have delivered (A) in the case of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) 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 applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b); (b) The representations and warranties set forth in Section 5 shall be, subject to the limitations set forth therein, 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; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to the Administrative Agent(or any portion thereof), an appropriate Notice of Borrowing (or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to a request for a Delayed-Draw Term Loan, the Administrative Agent, an appropriate Notice of Borrowing Agent shall have delivered a Delayed-Draw Term Loan Funding Notice) or Notice of ExtensionContinuation/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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, date which shall remain be true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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 Bank to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to the Administrative AgentLoan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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) No development or event which has had or could have a Material Adverse Effect shall have occurred since December 31, 1997; and (ef) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance, extension or amendment issuance of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the Dollar Amount of the aggregate principal amount of Foreign Loans plus the aggregate principal amount of Swingline Loans plus the L/C Dollar Amount of LOC Obligations outstanding shall not exceed 63 69 the Revolving Committed Amount, and (ii) the Dollar Amount of LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing and Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.4(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (ef) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan, any portion of the Tranche A Term Loan to or any portion of the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative AgentTranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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; (e) Immediately after giving effect to No material adverse change shall have occurred since the making of such Loan (and the application date of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum submission of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect most recent financial statements to Agent pursuant to Section 3.4(e) hereof6 in the condition (financial or otherwise), business, management or prospects of any Consolidated Party.

Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan (including the initial Loans), and of any L/C Issuer to issue, extend or amend a Letter of 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 4.1: (a) The Borrower shall have delivered (A) in the case of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) 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 applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b); (b) The representations and warranties set forth in Section 5 (other than Section 5.17) shall be, subject to the limitations set forth therein, 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; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; and (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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, continue or convert or extend any Loan (including portion of the initial Loans), and of any L/C Issuer to issue, extend or amend a Letter of Credit hereunder Loans are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (A) in the case of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing Continuation or Notice of Extension/Conversion, (B) 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 applicable L/C Issuer an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making The Outstanding Amount shall not, as of such date, exceed the Maximum Loan (Amount and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans Outstanding Amount plus the aggregate principal amount Revolver Obligations shall not, as of outstanding Swingline Loans plus the L/C Obligations outstanding shall not such date, exceed the Revolving Committed AmountBorrowing Base. The delivery of each Notice of Borrowing and each Continuation or Notice of Extension/Conversion pursuant to the terms of this Credit Agreement shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), ) and (d) and (e) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1conditions: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to or any portion of the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative AgentTerm Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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) No circumstances, events or conditions shall have occurred since December 31, 1998 which would have a Material Adverse Effect; and (ef) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance, extension or amendment issuance of such Letter of Credit, as applicablethe case may be, (i) the sum amount of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base LESS the outstanding Term Loan, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing and 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 Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (ef) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative AgentLoan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making of such Loan, in the case of a request for a Revolving Loan or a Swingline Loan (and the application of the proceeds thereof) or to the issuance, extension or amendment issuance of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations plus Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount, (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 Notice request for a Letter of Extension/Conversion Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative AgentLoan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 6 shall be, subject to the limitations set forth therein, 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 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 the Borrower 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) As of the Closing Date,. no material adverse change shall have occurred since December 31, 1996 in the condition (financial or otherwise), business, results of operations or prospects of the Consolidated Parties taken as a whole; and (ef) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance, extension or amendment issuance of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C LOC 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 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 Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (ef) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.15.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to or any portion of the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative AgentTerm Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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); provided, which however, that the representation in Section -------- ------- 6.12(f) shall remain true and correct be subject to the accuracy of the Lenders' representation in all material respects Section 11.15 as of such earlier the same date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1: (a) The Borrower shall have delivered (Ai) in the case of any Revolving Loan to the Administrative AgentLoans, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (Bii) in the case of any Swingline Loan to the Administrative AgentLoan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Swingline Loan Request or (Ciii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall beshall, 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); provided, which however, that the representation in Section 5.12(f) shall remain true and correct be subject to the accuracy of the Lenders' representation in all material respects Section 10.15 as of such earlier the same date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making of such Loan Loan, in the case of a request for a Revolving Loan, (and the application of the proceeds thereof) or to the issuance, extension or amendment issuance of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C LOC 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 Borrowing, 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 Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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, convert make any Loan and of the Issuing Lender to issue or extend any Loan Letter of Credit (including the initial Loans), Loans and of any L/C Issuer to issue, extend or amend a the initial Letter of Credit hereunder Credit) 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 4.1:5.1 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 (Ai) in the case of any Revolving Loan to or any portion of the Administrative AgentTerm Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (Cii) in the case of any Letter of Credit, to the applicable L/C Issuer Issuing Lender shall have received an appropriate request for issuance (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.4(b2.2(b); (b) The representations and warranties set forth in Section 5 shall be6 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 remain true and correct in all material respects as of such earlier date); (c) There shall not have been commenced against the Borrower 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 the Borrower 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 (e) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or the issuance, extension or amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Notice of Extension/Conversion shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d) and (e) 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.