Common use of Further Conditions to Each Advance Clause in Contracts

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4 (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit Obligations) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of Lender’s Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse EffectRevolving Credit Commitment. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit ObligationsObligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of Lender’s Xxxxxx's Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender It shall not be obligated a further condition to fund any the funding of the Loans and each Advance thereof that the following statements shall be true on the date of each such funding, Advance or incur any Letter of Credit Obligation, ifincurrence, as of the date thereofcase may be: (a) (i) any representation or warranty by any Loan Party all of Borrower's representations and warranties contained herein or in any of the other Loan DocumentTransaction Documents shall be true and correct in all material respects on and as of the Closing Date and the date on which each such Advance is made, as though made or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that incurred on and as of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof)date, except to the extent that any such representation or warranty expressly relates solely to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) no event shall have occurred and be continuing, or would result from the making of any Advance which constitutes a Default or an Event of Default; (c) each of the conditions set forth in Section 2.1(a) through (j) shall continue to be satisfied in all material respects by Borrower as of such date; (d) Agent shall have received, in form and substance satisfactory to Agent, evidences of payments due, or payments refinanced with respect to amounts owing under the Qwest Agreement or the Nortel Agreement in amounts equal to or greater than (i) any Default or Event the amount in the Notice of Default Advance after an Acceptable Equity Issuance has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not prior to make such Advance or incur such Letter event, 200% of Credit Obligation as a result thereof; O3721488.v4 (c) after giving effect to any the amount set forth in the Notice of Advance (or which amount shall not exceed the incurrence Credit Borrowing Availability less the Credit Loan), and, in the case of any Letter of Credit Obligationsboth clause (i) and (ii), the outstanding aggregate amount Advance amounts in the Notice of the Revolving Exposure would exceed the Maximum Revolver AmountAdvance shall be in minimum amounts of $1,000,000 and integral multiples of $1,000,000 in excess of such amount; orand (de) an event such funding shall have occurred, occurred not more than one (1) time in any thirty (30) day period and shall have occurred on or a condition shall exist, which has or could be reasonably expected to have a Material Adverse Effectbefore the Commitment Termination Date. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit Obligations) shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by each Loan Party Borrower that the conditions in this Section 8.2 2.2 have been satisfied satisfied, and (ii) a reaffirmation confirmation by each Loan Party Borrower of the granting and continuance of Lender’s Lenders' Liens on the Collateral pursuant to the Security Agreement and the other Collateral Documents.

Further Conditions to Each Advance. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Credit Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, Document is untrue or incorrect in any material respect (except that as of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified date as determined by Agent or modified by materiality or Material Adverse Effect in the text thereof)Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, Agreement and (ii) Lender shall Agent or Requisite Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereofof the fact that such warranty or representation is untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect shall have occurred since September 30, 2005 or could reasonably be expected to occur after giving effect to the relevant Advance; (ic) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, and (ii) Lender Agent or Requisite Lenders shall have determined not to make such any Advance or incur such Letter of Credit Obligation as a result thereofof that Default or Event of Default; O3721488.v4or (cd) after giving effect to any Advance Advance, (or i) the incurrence of any Letter of Credit Obligations), the outstanding aggregate principal amount of the Revolving Exposure Term A Loan would exceed the lesser of (A) the Term A Loan Commitment as of such time and (B) the Aggregate Borrowing Base as of such time, (ii) the aggregate principal amount of the Allocable Share of the Term A Loan of any Borrower would exceed such Borrower’s Borrowing Base, or (iii) the Leverage Ratio would exceed the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse EffectLeverage Ratio. The request and acceptance by any Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit Obligations) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party Borrowers that the conditions in this Section 8.2 2.2 (and, with respect to each post-Closing Date Advance, that the conditions of Section 2.3) have been satisfied and (ii) a reaffirmation by each Loan Party Borrowers of the cross-guaranty 18 Senior Credit Agreement (Omni) provisions set forth in Section 12 and of the granting and continuance of LenderAgent’s Liens Liens, on the Collateral behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Advance. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Credit Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, Document is untrue or incorrect in any material respect (except that as of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified date as determined by Agent or modified by materiality or Material Adverse Effect in the text thereof)Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, Agreement and (ii) Lender shall Agent or Requisite Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof;of the fact that such warranty or representation is untrue or incorrect; Credit Agreement (Omni) (b) any event or circumstance having a Material Adverse Effect shall have occurred since December 31, 2004 or could reasonably be expected to occur after giving effect to the relevant Advance; (ic) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, and (ii) Lender Agent or Requisite Lenders shall have determined not to make such any Advance or incur such Letter of Credit Obligation as a result thereofof that Default or Event of Default; O3721488.v4or (cd) after giving effect to any Advance Advance, (or i) the incurrence of any Letter of Credit Obligations), the outstanding aggregate principal amount of the Revolving Exposure Term A Loan would exceed the lesser of (A) the Term A Loan Commitment as of such time and (B) the Aggregate Borrowing Base as of such time, (ii) the aggregate principal amount of the Allocable Share of the Term A Loan of any Borrower would exceed such Borrower's Borrowing Base, or (iii) the Leverage Ratio would exceed the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse EffectLeverage Ratio. The request and acceptance by any Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit Obligations) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party Borrowers that the conditions in this Section 8.2 SECTION 2.2 (and, with respect to each post-Closing Date Advance, that the conditions of SECTION 2.3) have been satisfied and (ii) a reaffirmation by each Loan Party Borrowers of the cross-guaranty provisions set forth in SECTION 12 and of the granting and continuance of Lender’s Liens Agent's Liens, on the Collateral behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4; (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver AmountRevolving Loan Commitment; or (d) an event shall have occurred, or a condition shall exist, which that has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit ObligationsObligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of LenderXxxxxx’s Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is or becomes untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4; (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver AmountRevolving Loan Commitment or the limitations imposed by Section 6.5; or (d) an event shall have occurred, or a condition shall exist, which that has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit ObligationsObligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of LenderXxxxxx’s Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or a Daily Simple SOFR Rate Loan, or incur any Letter of Credit Obligation, if, as of the date thereof: : (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is or becomes untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; ; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4 (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver AmountRevolving Loan Commitment; or or (d) an event shall have occurred, or a condition shall exist, which that has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit ObligationsObligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan or Daily Simple SOFR Rate Loan) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of Lender’s Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. No Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Term SOFR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are is contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof); (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4; (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver Amountaggregate amount of the Revolving Loan Commitments of all Lenders; or (d) an any event shall have occurred, occurred or a any condition shall exist, exist which has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including any Swing Line Advance made pursuant to Section 2.3(b)), the incurrence of any Letter of Credit Obligations) Obligations or the conversion or continuation of any Advance into, or as, a Term SOFR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of LenderAgent’s Liens on the Collateral Collateral, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Advance. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4; (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the lesser of the Borrowing Base and the Maximum Revolver Amount; or (d) an event shall have occurred, has occurred or a condition shall exist, exists which has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including any Protective Advance, any Overadvance and any Swing Line Advance made pursuant to Section 2.3(b)), the incurrence of any Letter of Credit Obligations) Obligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of LenderAgent’s Liens on the Collateral Collateral, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender It shall not be obligated a further condition to fund any ---------------------------------- the funding of the initial Advance or incur and each subsequent Advance, to the incurrence of any Letter of Credit ObligationObligation and to the continuation of any Loan as a LIBOR Loan or the conversion of a Base Rate Loan to a LIBOR Loan, ifthat the following statements shall be true on the date of each such funding or continuation or conversion, as of the date thereofcase may be: (a) (i) any representation or warranty by any Each Loan Party Party's representations and warranties contained herein or in any other of the Loan Document, Documents shall be true and correct on and as of such date and the Closing Date as though made on or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is untrue or incorrect in any material respect (except that incurred on and as of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof)date, except to the extent that any such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof;. (b) (i) any Default or Event of Default has No event shall have occurred and is continuing be continuing, or would result after giving effect to any Advance (from such funding, incurrence or the incurrence of any Letter of Credit Obligation)continuation, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as which constitutes a result thereof; O3721488.v4Default. (c) after No event or circumstance having a Material Adverse Effect shall have occurred since the date hereof. (d) After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Obligations, and the Liens securing such Obligations, shall constitute "Permitted Indebtedness" (or shall not otherwise violate the prohibition on Indebtedness as provided in the Senior Note) and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture pursuant to which they were issued), respectively, and Borrower shall have delivered to Agent a duly executed, completed certificate substantially in the form of Exhibit C demonstrating same. --------- (e) With respect to each Term Loan Advance or any Revolving Exposure would Credit Advance financing an Eligible Acquisition, Agent (in each event) and Revolving Credit Agent (in the event a Revolving Credit Advance is involved in the financing), in its respective sole discretion, shall have determined that the proposed acquisition constitutes an Eligible Acquisition and Agent (in each event) and Revolving Credit Agent (in the event a Revolving Credit Advance is involved in the financing) shall have received all documents, instruments, certificates and agreements, and evidence of all such matters, as Agent (in each event) and Revolving Credit Agent (in the event a Revolving Credit Advance is involved in the financing) or any Lender shall request in connection with the applicable Eligible Acquisition (including, without limitation, those provided to Agent and Revolving Credit Agent in connection with the Columbia Acquisition); and Agent and Agent's counsel (and Revolving Credit Agent and Revolving Credit Agent's counsel, in the event a Revolving Credit Advance is involved in the financing) shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary or appropriate in connection therewith and Agent and if applicable, Revolving Credit Agent, shall be satisfied, in its sole discretion, with all of the foregoing; Agent (in all events) and Revolving Credit Agent (in the event a Revolving Credit Advance is involved in the financing) shall have received and approved such documentation relevant to an Eligible Acquisition as shall be required by Agent (in all events) and Revolving Credit Agent (in the event a Revolving Credit Advance is involved in the financing of the Eligible Acquisition) including, without limitation, documentation similar to the documentation described above in Section 2.1(j) - (r). -------------------- (f) After giving effect to any Revolving Credit Advance (or the incurrence of any Revolving Loan Letter of Credit Obligations), the outstanding principal amount of the Revolving Loan shall not exceed the lesser of the Borrowing Base and the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including Advance, the incurrence of any Letter of Credit Obligations) Obligations or the conversion or continuation of any Loan into, or as a LIBOR Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by each Loan Party Borrower that the conditions in this Section 8.2 2.2 have been ----------- satisfied and (ii) a reaffirmation confirmation by each Loan Party Borrower of the granting and continuance of Lender’s the Agent's Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Lender shall not be obligated to fund any Advance, convert or continue any Advance as a Tranche Rate Loan or a Daily Simple SOFR Rate Loan, or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, is or becomes untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4; (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the Maximum Revolver AmountRevolving Loan Commitment or the limitations imposed by Section 6.5; or (d) an event shall have occurred, or a condition shall exist, which that has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including the incurrence of any Letter of Credit ObligationsObligations or the conversion or continuation of any Advance into, or as, a Tranche Rate Loan or Daily Simple SOFR Rate Loan) shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of Lender’s Liens on the Collateral pursuant to the Collateral Documents.

Further Conditions to Each Advance. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance, convert or continue any Advance as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Loan Party contained herein or in any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, Document is untrue or incorrect in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Effect in the text thereof), except to the extent that such representation or warranty expressly relates to an earlier date in which case such representation or warranty is untrue or incorrect in any material respect as of such earlier date (except that such material qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and, in each case, except for changes therein expressly permitted or expressly contemplated by this Agreement, and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Lender shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; O3721488.v4or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding aggregate amount of the Revolving Exposure would exceed the lesser of the Borrowing Base and the Maximum Revolver Amount; or (d) an event shall have occurred, or a condition shall exist, which has or could be reasonably expected to have a Material Adverse Effect. The request and acceptance by Borrower of the proceeds of any Advance (including any Protective Advance, any Overadvance and any Swing Line Advance made pursuant to Section 2.3(b)), the incurrence of any Letter of Credit Obligations) Obligations or the conversion or continuation of any Advance into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by each Loan Party that the conditions in this Section 8.2 have been -45- satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of LenderAgent’s Liens on the Collateral Collateral, on behalf of itself and Lenders, pursuant to the Collateral Documents.