Common use of All Advances Clause in Contracts

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the obligation of Lender to make a Revolving Loan under this Agreement shall be subject to the satisfaction of following conditions precedent: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (e) after giving effect to the making of the Revolving Loan, the aggregate principal amount of all Revolving Loans shall not exceed the Revolving Credit Commitment; (f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of the making of such advance as to the facts specified in clauses (a), (b), (c) and (d) of this Section 3.02.

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the obligation As of Lender to make a Revolving Loan under this Agreement shall be subject to the satisfaction of following conditions precedent: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and thereafter as as of the time of the making of each extension of credit hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be continuingand remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuingcontinuing or would occur as a result of making such extension of credit; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (ec) after giving effect to the making such extension of the Revolving Loan, credit: (i) the aggregate principal amount of all Revolving Loans outstanding under this Agreement shall not exceed the Commitment, (ii) the aggregate principal amount of Broker Loans shall not exceed the Revolving Credit CommitmentBroker Borrowing Base, (iii) the aggregate principal amount of the NSCC Margin Loans shall not exceed the lesser of (x) the NSCC Margin Sublimit and (y) the NSCC Margin Borrowing Base, and (iv) with respect to NSCC Margin Loan, the number of Zero Loan Days during the current calendar month shall not be less than eight (8); (d) the Bank shall have received a Notice of Borrowing; (e) either (i) the Borrower is an “exempted borrower” within the meaning of Reg U of the Board of Governors of the Federal Reserve System or (ii) such extension of credit qualifies as a special purpose loan under Reg U; and (f) such extension of credit shall not violate any order, judgment judgment, or decree of any court or other authority or any provision of law or regulation applicable to Lender the Bank (including Regulation including, without limitation, Reg U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Borrower’s request for a Loan by Borrower under this Agreement any extension of credit hereunder shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (e), (b)both inclusive, (c) and (d) of this Section 3.02above.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving each Loan under this Agreement shall be subject to and the satisfaction issuance of following conditions precedenteach Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (a) no change each of the representations and warranties set forth in Section 6 hereof and the PropertiesApplications shall be true and correct in all material respects as of such time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same relate expressly to an earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company Parent and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank Borrower shall be in full compliance with all of the terms and conditions hereof, and no Default or Event of this Agreement Default shall have occurred and the other Transaction Documentsbe continuing hereunder; (ec) after giving effect to such extension of credit to the making of the Revolving Loanrelevant Borrower, (i) the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under the Revolving Credit shall not exceed the Revolving Credit CommitmentCommitments then in effect; (fd) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (ge) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each Borrower's request for a any Loan by Borrower under this Agreement or for any Letter of Credit, shall be deemed constitute its warranty to be a representation the Agent and warranty by Borrower the Lenders on the date of the making of such advance credit is to be extended as to the facts specified in clauses paragraphs (a), (b), (c) and (db) of this Section 3.02Section.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving each Loan under this Agreement shall be subject to (including the satisfaction of following conditions precedentinitial Loan) hereunder: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all each of the representations and warranties of Borrower contained set forth in this Agreement Section 6 hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Loan Documents shall be true and correct on and as of such time, except to the date of extent the making of such advance as if made on and as of the date of the making of Revolving Loansame expressly relate to an earlier date; (cb) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and of the other Transaction Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such Loan; (ec) immediately prior to such Loan, the unused Commitments equal or exceed the principal amount of the Loan to be so extended; (d) in the case of an A Loan, after giving effect to the making of the Revolving such Loan, the aggregate principal amount of all Revolving A Loans outstanding under this Agreement shall not exceed the Revolving Credit CommitmentCommitments; (e) in the case of a B Loan, after giving effect to such Loan, the aggregate principal amount of all B Loans made under this Agreement on a cumulative basis on and after the date hereof shall not exceed the lesser of (i) $20,000,000 or (ii) the difference between the Commitments in effect as of the date hereof and the Commitments in effect after giving effect to the reduction therein pursuant to Section 1.3(b) hereof as a result of such Loan; (f) the Agent shall have received a written certificate from an Authorized Representative (in form and substance reasonably satisfactory to the Agent) stating that such extension of credit Loan will be used for a purpose permitted by this Agreement; and (g) such Loan shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Company's request for a any Loan by Borrower under this Agreement shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (f), (b)both inclusive, (c) and (d) of this Section 3.02above.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving Loan under this Agreement shall be subject to each extension of credit (including the satisfaction initial extension of following conditions precedentcredit) hereunder: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all each of the representations and warranties of Borrower contained set forth in this Agreement Section 6 hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Loan Documents shall be true and correct on and as of such time, except to the date of extent the making of such advance as if made on and as of the date of the making of Revolving Loansame expressly relate to an earlier date; (cb) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and of the other Transaction Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such extension of credit; (ec) after giving effect to such extension of credit, (i) neither the making aggregate Original Dollar Amount nor the U.S. Dollar Equivalent of all Loans (whether Revolving Loans or Swing Loans) and Letters of Credit outstanding under this Agreement shall exceed the lesser of the Borrowing Base as computed based on the most recent Borrowing Base Certificate and the Revolving LoanCredit Commitments then in effect, (ii) the aggregate principal amount Original Dollar Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed $15,000,000 and (iii) the aggregate Original Dollar Amount of Swing Loans outstanding hereunder shall not exceed the lesser of the Unused Revolving Credit Commitments or the Swing Line Commitment; (fd) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor together with the fees called for hereby; and (e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Company's request for a any Loan by Borrower under this Agreement or Letter of Credit shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (d), (b)both inclusive, (c) and (d) of this Section 3.02above.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving each Loan under this Agreement shall be subject to and the satisfaction issuance of following conditions precedenteach Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (a) no change each of the representations and warranties set forth in Section 6 hereof and the PropertiesApplications shall be true and correct in all material respects as of such time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same relate expressly to an earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions hereof, and no Default or Event of this Agreement Default shall have occurred and the other Transaction Documentsbe continuing hereunder; (ec) in the case of each Revolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit, the making aggregate principal amount outstanding of all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the lesser of (i) the Revolving Credit Commitments then in effect or (ii) the Borrowing Base as then determined and computed; (d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Revolving Swing Loans shall not exceed the Revolving Credit CommitmentSwing Line Commitment then in effect; (fe) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (gf) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each The Borrower's request for a any Loan by Borrower under this Agreement or for any Letter of Credit, shall be deemed constitute its warranty to be a representation the Agent and warranty by Borrower the Lenders on the date of the making of such advance credit is to be extended as to the facts specified in clauses paragraphs (a), (b), (c) and (db) of this Section 3.02Section.

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the The obligation of Lender the Lenders to make any Loan or other financial accommodation to a Revolving Loan under this Agreement Borrower hereunder (including the first such accommodation) shall also be subject to the satisfaction conditions precedent that as of following conditions precedentthe time of the making of each such Loan or other accommodation hereunder: (a) no change each of the representations and warranties set forth herein and in the Propertiesother Loan Documents shall be and remain true and correct as of said time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same expressly relate to an earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank Acme Group shall be in full compliance with all of the terms and conditions hereof and of this Agreement and the other Transaction Documents;Loan (ec) after giving effect to such extension of credit to the making of the Revolving Loanrelevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit Commitmentissued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed; (fd) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (ge) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each Any request made by the Acme Group to the Agent for a Loan by Borrower under this Agreement credit hereunder shall be deemed to be constitute a representation and warranty by Borrower on that the date of the making of such advance as to the facts specified in clauses (a), (b), (c) foregoing statements are true and (d) of this Section 3.02correct."

All Advances. Notwithstanding Prior to any provision contained in this Agreement Advance requested (including the initial Advance), all of the following conditions shall have been satisfied and the Borrower shall deliver a certificate to the contrary, the obligation of Lender to make a Revolving Loan under this Agreement shall be subject to the satisfaction of following conditions precedentcertifying that: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (bi) all of the representations and warranties of made by the Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicableor the Guarantor hereunder, in the other Transaction Documents shall be Guaranty and Security Agreement, or in any Advance Request, are true and correct on and in all material respects with the same effect as of the date of the making of such advance as if though made on and as of the proposed Advance Date, except 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 the making of Revolving Loan;such earlier date), (cii) on the date of, Borrower shall be in material compliance with all provisions of this Agreement and immediately after the making of, such advance, other Loan Documents to which it is a party and the Guarantor shall be in material compliance with all provisions of this Agreement and the other Loan Documents to which it is a party, (iii) no Default or Event of Default under this Agreement shall have has occurred and be continuing;is continuing as of the Advance Date, (div) no injunction or judicial or administrative order has been issued, and no suits or proceedings are pending, or to the Borrower’s knowledge threatened, each Subsidiary Holding Company and each Subsidiary Bank shall be before any court or by or before any governmental or regulatory authority, commission, bureau or agency or public regulatory body that is reasonably likely to result in full compliance with a Material Adverse Effect, (v) all of the terms Required Consents remain effective and conditions in full force, (vi) the proposed Advance shall not cause the outstanding principal balance of this Agreement the Loan to exceed the Commitment in effect as of the proposed Advance Date, (vii) the customer withdrawal information provided in connection with the Advance Request is true, correct and complete, and the other Transaction Documents; (e) after giving effect to the making proceeds of the Revolving LoanAdvance so requested will be used solely for the purposes set forth in the Advance Request, the aggregate principal amount of all Revolving Loans shall not exceed the Revolving Credit Commitment; (f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (gviii) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date none of the making of such advance as parties to the facts specified in clauses (a), (b), (cMerger Agreement has provided written notice to the other party(s) and (d) thereto of this Section 3.02the termination of the Merger Agreement.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving Loan under this Agreement shall be subject to each extension of credit (including the satisfaction initial extension of following conditions precedentcredit) hereunder: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all each of the representations and warranties of Borrower contained set forth in this Agreement Section 6 hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Loan Documents shall be true and correct on and as of such time, except to the date of extent the making of such advance as if made on and as of the date of the making of Revolving Loansame expressly relate to an earlier date; (cb) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and of the other Transaction Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such extension of credit; (ec) in the case of the extension of each Revolving Credit Loan, after giving effect to the making of the Revolving such Loan, the aggregate principal amount of all Revolving Credit Loans outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit CommitmentCommitments and (ii) the Revolver Advance Limit as then determined and computed; (d) in the case of the extension of each Term Loan, after giving effect to such Loan and any Permitted Acquisition to be financed thereby, the aggregate cumulative principal amount of all Term Loans made under this Agreement shall not exceed the lesser of (i) the Term Credit Commitments and (ii) the Term Credit Earnings Limit as then determined and computed on a pro forma basis assuming the closing of such Permitted Acquisition; (e) the Lenders shall have received such information as the Agent or any Lender shall reasonably request to satisfy the Agent and the Required Lenders that the foregoing conditions have been satisfied; and (f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Company's request for a any Loan by Borrower under this Agreement shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (e), (b)both inclusive, (c) and (d) of this Section 3.02above.

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the The obligation of each Lender to make a Revolving any Loan or of the Agent to issue, extend the expiration date of or increase the amount of any Letter of Credit under this Agreement (including the first such extension of credit) shall be subject to the satisfaction conditions precedent that as of following conditions precedentthe time of the making of each such extension of credit: (a) no change each of the representations and warranties set forth herein and in the Propertiesother Loan Documents shall be and remain true and correct as of said time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same expressly relate to an earlier date; (b) the Company and each Restricted Subsidiary shall be in compliance with all of the representations terms and warranties of Borrower contained in this Agreement conditions hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date ofLoan Documents, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (ec) after giving effect to the making such extension of the Revolving Loancredit, the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit CommitmentCommitments then in effect and (ii) the Borrowing Base; (d) after giving effect to such extension of credit, the aggregate principal amount of all Y2K Revolving Loans outstanding under this Agreement shall not exceed the lesser of (i) the Y2K Revolving Credit Commitments then in effect and (ii) the Y2K Borrowing Base less the aggregate principal amount of all outstanding Revolving Loans and L/C Obligations; (e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement; (f) in the case of the initial Borrowing of Y2K Revolving Loans, the conditions set forth in Section 6.3 below shall have been satisfied; and (g) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Company's request for a any Loan by Borrower under this Agreement or Letter of Credit shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (f), (b)both inclusive, (c) and (d) of this Section 3.02above.

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the The obligation of Lender the Lenders to make any Loan or other financial accommodation to a Revolving Loan under this Agreement Borrower hereunder (including the first such accommodation) shall also be subject to the satisfaction conditions precedent that as of following conditions precedentthe time of the making of each such Loan or other accommodation hereunder: (a) no change each of the representations and warranties set forth herein and in the Propertiesother Loan Documents shall be and remain true and correct in all material respects as of said time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same expressly relate to an earlier date; (b) the Acme Group shall be in compliance with all of the representations terms and warranties of Borrower contained in this Agreement conditions hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date ofLoan Documents, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (ec) after giving effect to such extension of credit to the making of the Revolving Loanrelevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit Commitmentissued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed; (fd) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (ge) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each Any request made by the Acme Group to the Agent for a Loan by Borrower under this Agreement credit hereunder shall be deemed to be constitute a representation and warranty by Borrower on that the date of the making of such advance as to the facts specified in clauses (a), (b), (c) foregoing statements are true and (d) of this Section 3.02correct.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving each Loan under this Agreement shall be subject to and the satisfaction issuance of following conditions precedenteach Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (a) no change each of the representations and warranties set forth in Section 6 hereof and the PropertiesApplications shall be true and correct in all material respects as of such time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same relate expressly to an earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions hereof, and no Default or Event of this Agreement Default shall have occurred and the other Transaction Documentsbe continuing hereunder; (ec) in the case of each Revolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit, the making aggregate principal amount outstanding on all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the lesser of (i) the Available Revolving Credit Commitments then in effect or (ii) the Borrowing Base as then determined and computed; (d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Revolving Swing Loans shall not exceed the Revolving Credit CommitmentSwing Line Commitment then in effect; (fe) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (gf) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each Borrower's request for a any Loan by Borrower under this Agreement or for any Letter of Credit, shall be deemed constitute its warranty to be a representation the Agent and warranty by Borrower the Lenders on the date of the making of such advance credit is to be extended as to the facts specified in clauses paragraphs (a), (b), (c) and (db) of this Section 3.02Section.

All Advances. Notwithstanding any provision contained in this Agreement to As of the contrary, time of the obligation making of Lender to make a Revolving each Loan under this Agreement shall be subject to and the satisfaction issuance of following conditions precedenteach Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (a) no change each of the representations and warranties set forth in Section 6 hereof and the PropertiesApplications shall be true and correct in all material respects as of such time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same relate expressly to an earlier date; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions hereof, and no Default or Event of this Agreement Default shall have occurred and the other Transaction Documentsbe continuing hereunder; (ec) in the case of each Revolving Loan and Letter of Credit, after giving effect to the making such extension of the Revolving Loancredit, the aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations outstanding under the Revolving Credit shall not exceed the Revolving Credit CommitmentCommitments then in effect; (fd) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Swing Loans shall not exceed the Swing Line Commitment then in effect; (e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (gf) Lender in the case of the issuance of any Letter of Credit, the Agent shall have received a notice properly completed Application therefor and, in the case of borrowing as an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretionthis Agreement. Each Borrower's request for a any Loan by Borrower under this Agreement or for any Letter of Credit, shall be deemed constitute its warranty to be a representation the Agent and warranty by Borrower the Lenders on the date of the making of such advance credit is to be extended as to the facts specified in clauses paragraphs (a), (b), (c) and (db) of this Section 3.02Section.

All Advances. Notwithstanding any provision contained in this Agreement to the contrary, the The obligation of Lender the Lenders to make a Revolving Loan any extension of credit under this Agreement shall be (including the initial extension of credit) is subject to the satisfaction or waiver of the following conditions precedent: (a) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all each of the representations and warranties of Borrower contained set forth in this Agreement Section 6 hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Loan Documents shall be true and correct on and in all material respects as of such time, except to the date of extent the making same 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 advance earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (b) no Default, Event of Default or Servicer Default shall have occurred and be continuing or would occur as if made on and as a result of the date making such extension of the making of Revolving Loancredit; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (e) after giving effect to the making such extension of the Revolving Loancredit, the aggregate principal amount of all Revolving Loans extended under this Agreement shall not exceed the Revolving Delayed Draw Availability; (d) as of the close of business not earlier than two Business Days prior to each Credit CommitmentDate, the Administrative Agent shall have received a Borrowing Base Certificate showing the computation of the Borrowing Base, both immediately before and immediately after giving effect to such extension of credit, in detail reasonably satisfactory to the Administrative Agent; (e) as of the close of business at least one Business Day prior to such Credit Date, the Administrative Agent shall have received the applicable Assignment (attaching the final list of Eligible Receivables) in escrow, which Assignment shall be released from escrow upon disbursement of the Loan on such Credit Date; (f) such extension of credit shall not violate any order, judgment judgment, or decree of any court or other authority or any provision of law or regulation applicable to Lender the Administrative Agent or the Lenders (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; (g) delivery of a Funding Notice in accordance with Section 2.2 hereof; and (gh) Lender the Account Agreement shall have received a notice of borrowing as required by Section 2.01(b) been duly executed and Lender shall have approved such Revolving Loan in its sole and absolute discretiondelivered to the Administrative Agent. Each The Borrower’s request for a Loan by Borrower under this Agreement any extension of credit hereunder shall be deemed to be a constitute its representation and warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a), ) through (b), (cg) and (d) of this Section 3.02above.

All Advances. Notwithstanding The obligation of the Lenders to make any provision contained in this Agreement Loan or other financial accommodation to the contrary, Company hereunder (including the obligation of Lender to make a Revolving Loan under this Agreement first such accommodation) shall be subject to the satisfaction conditions precedent that as of following conditions precedentthe time of the making of each such accommodation: (a) no change each of the representations and warranties set forth herein and in the Propertiesother Loan Documents shall be and remain true and correct as of said time, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since except to the date of this Agreement and be continuingextent the same expressly relate to an earlier date; (b) the Company and each Restricted Subsidiary shall be in compliance with all of the representations terms and warranties of Borrower contained in this Agreement conditions hereof and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date ofLoan Documents, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions of this Agreement and the other Transaction Documents; (ec) after giving effect to the making such extension of the Revolving Loancredit, the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit CommitmentCommitments then in effect and (ii) the Borrowing Base; (d) in the case of any Borrowing of Term Loans, the Agent shall have received for each of the Lenders a duly executed and completed Term Note for such Lender in the amount of its Term Loan; (e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement; and (f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such Revolving Loan in its sole and absolute discretion. Each The Company's request for a any Loan by Borrower under this Agreement or Letter of Credit shall be deemed to be a representation and constitute its warranty by Borrower on the date of the making of such advance as to the facts specified in clauses subsections (a) through (e), (b)both inclusive, (c) and (d) of this Section 3.02above.