Common use of Any Advance Clause in Contracts

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute reasonable discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16sentence),and 4.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred since the Closing Date that constitutes a Material Adverse Effect since the Closing DateEffect; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect;; and (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and. (e) Borrower and any other Parties shall be in compliance in all material respects with all the Administrative Agent terms and provisions of the Loan Documents, and no Default or Event of Default shall have received, in form occurred and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may requirebe continuing.

Any Advance. The obligation of each Lender Bank to make any Advance, and the obligation Advance or of the Issuing Lender Swing Loan Bank to make a Swing Loan or of the Administrative Agent to issue any a Letter of Credit, Credit is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite LendersBanks, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower Parent or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing (Loan or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, Credit Request in compliance with Article 2; (d) no Default or Event of Default shall have occurred and be continuing; (e) if requested by the Administrative Agent, the Administrative Agent shall have received a current calculation of the Borrowing Base and Facility Availability Amount with such supporting information as the Administrative Agent may require adjusted in the best good faith estimate of Borrower to the date of such certification; and (ef) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders Banks reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, Advance (and the obligation of the Issuing Lender to issue any Letter of Credit, ) is (except as provided in Sections 2.4 and 2.10) subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first and second sentence), 4.9 4.8, 4.10, 4.17 and 4.164.18) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, or disclosed by Borrower and approved in writing by the Requisite Lenders, there shall not be then pending or threatened any action, suit, proceeding or investigation pending as to which Borrower or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrower, threatened against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), ) or the Issuing Lender shall have received a Request for Letter of CreditCredit Application, as the case may be, in compliance with Article 2applicable; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation Advance or of the Issuing Swing Loan Lender to make a Swing Loan or of the Administrative Agent to issue any a Letter of Credit, Credit is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower Parent or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing (Loan or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, Credit Request in compliance with Article 2; (d) no Default or Event of Default shall have occurred and be continuing; (e) if requested by the Administrative Agent, the Administrative Agent shall have received a current calculation of the Borrowing Base and Facility Availability Amount with such supporting information as the Administrative Agent may require adjusted in the best good faith estimate of Borrower to the date of such certification; and (ef) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower Xxxxxxxx and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Fronting Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.44.4(a), 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; provided, that this clause (b) shall not apply at any time that the Facilities are explicitly in support of authorized or outstanding commercial paper of Borrower; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable)Loan, or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, Advance (and the obligation of the Issuing Lender to issue any Letter of Credit, ) is (except as provided in Sections 2.4 and 2.10) subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10, 4.17 and 4.164.19) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, or disclosed by Borrower and approved in writing by the Requisite Lenders, there shall not be then pending or threatened any action, suit, proceeding or investigation pending as to which Borrower or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrower, threatened against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2applicable; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require. (e) In the case of the initial Loans and Letters of Credit, Borrower shall have received not less than $100,000,000 in equity contributions from the Members, of which $24,500,000 may consist of land (as described in Section 4.1 of the Operating Agreement) and the balance of which shall be in cash, and shall have delivered a certificate or other evidence acceptable to the Administrative Agent, that substantially all of the cash portion of such equity contributions have been expended towards the construction of the Project.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except EXCEPT (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than OTHER THAN Sections 4.4, 4.6 4.6, 4.10, 4.17 and 4.18 (first sentencebut only if Borrower and its Subsidiaries are diligently engaged in measures that will result in compliance with all Hazardous Materials Laws), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower other Obligor or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b2.1(d), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is Credit and the obligation of the Swing Line Lender to make any Swing Line Loan are each subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by any Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10, 4.17 and 4.164.19) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, or disclosed by any Borrower and approved in writing by the Requisite Lenders, there shall not be then pending or threatened any action, suit, proceeding or investigation pending as to which Parent or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrowers, threatened against or affecting Borrower Parent or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), in compliance with Article 2 or (as applicable) the Issuing Lender shall have timely received a Request for Letter of Credit, as the case may be, Credit in compliance with Article 2; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, ------------ and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall ------------ agree otherwise): (a) except (i) for representations and warranties which ------ expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than --------- ---------- Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and ------------ --- --- ---- correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 or not ------------ required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower Borrower, Parent or any Subsidiary of Borrower or Parent or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or -------------- the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; andand --------- (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Required Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Required Lenders, the representations and warranties contained in Article 4 (other than Sections 4.44.4(a), 4.6 (first sentence), 4.9 and 4.164.10) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) No Default shall exist, or would result from such proposed Advance or from the application of proceeds thereof; (c) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing DateApril 1, 2005; (cd) other than matters described in Schedule 4.9 4.10 or not required as subsections (a), (b) or (c) of the Closing Date to be therein describedSection 4.10 hereof, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower other Obligor or any Property of any of them before any Governmental Agency that constitutes (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve this Agreement or any of the other Loan Documents; (de) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (ef) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Required Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 4.5 (first sentence), 4.9 4.13, 4.20 and 4.164.24 (but only if Borrower is diligently engaged in measures that will result in compliance with all Hazardous Materials Laws)) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.13 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower Station or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(d), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require. Notwithstanding the foregoing, the Borrower shall not be entitled to request any Loan or Swing Line Loan on any date when there is a positive balance in the Completion Account, but shall instead make application to the Administrative Agent for release of the funds contained therein to the extent necessary to pay amounts then due in connection with the design, development and construction of the Thunder Valley Casino. In connection with any such application, the Borrower shall deliver a written statement to the effect that all of the conditions to Loans and Swing Line Loans set forth in this Section above have been satisfied, shall specify the purpose for which the requested Loan or Swing Line Loan is to be made, and shall provide such other information as may be requested by the Administrative Agent. In its discretion, the Administrative Agent shall be entitled to distribute the proceeds of any such Loan or Swing Line Loan directly to the contractor, subcontractor or vendor which has provided goods, work or services in respect of the Thunder Valley Casino.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except EXCEPT (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower the Borrowers and approved in writing by the Requisite Lenders, the representations and warranties contained in Article ARTICLE 4 (other than OTHER THAN Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 SCHEDULE 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower the Borrowers or any Subsidiary of Borrower their respective Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect;; and (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article ARTICLE 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute reasonable discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 with respect to the last sentence only) and 4.164.17) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred since the Closing Date that constitutes a Material Adverse Effect since the Closing DateEffect; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and (e) the Administrative Agent no Default or Event of Default shall have received, in form occurred and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may requirebe continuing.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower other Obligor or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, Advance is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.44.4(a), 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; provided, that this clause (b) shall not apply at any time that the Facility is explicitly in support of authorized or outstanding commercial paper of Borrower; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, Loan in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender Bank to make any Advance, and ----------- the obligation of the Issuing Lender Bank to issue any a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly ------ speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and the Co-Borrowers and approved in writing by the Requisite LendersBanks, the representations and warranties contained in Article 4 (other than Sections 4.44.4(a), 4.6 (first sentence), 4.9 4.10, ---------- 4.17 and 4.164.18 (but only if Borrower and its Restricted Subsidiaries are diligently engaged in measures that will result in compliance with all Hazardous Materials Laws)) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date, PROVIDED THAT IT -------- ---- IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TRUTH AND ACCURACY OF THE REPRESENTATION SET FORTH IN SECTION 4.6 SHALL NOT BE A CONDITION PRECEDENT TO ANY LOAN OR LETTER OF CREDIT MADE OR ISSUED TO DETROIT FOR THE PURPOSE OF FINANCING, DIRECTLY OR INDIRECTLY, THE DESIGN, DEVELOPMENT, CONSTRUCTION OR OPERATION OF THE DETROIT PROJECT;" (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since 2. Appointment as Co-Borrower. Subject to the Closing Date; (c) other than matters described in Schedule 4.9 or not required as fulfillment of the Closing Date to be therein described-------------------------- conditions thereto set forth in Section 2.7 of the Loan Agreement, there shall not be then pending or threatened any actionDetroit is hereby designated as a Co-Borrower, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower or any Property of any of them before any Governmental Agency that constitutes and accepts appointment as a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may requireCo-Borrower.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except EXCEPT (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than OTHER THAN Sections 4.44.4(a), 4.6 (first sentence), 4.9 4.10, 4.17 and 4.164.18 (but only if Borrower and its Subsidiaries are diligently engaged in measures that will result in compliance with all Hazardous Materials Laws) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, Advance (and the obligation of the Issuing Lender to issue any Letter of Credit, ) is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except EXCEPT (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by any Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article ARTICLE 4 (other than OTHER THAN Sections 4.4, 4.6 (first sentence), 4.9 4.10, 4.17 and 4.164.19) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 SCHEDULE 4.10 or not required as of the Closing Amendment Effective Date to be therein described, or disclosed by any Borrower and approved in writing by the Requisite Lenders, there shall not be then pending or threatened any action, suit, proceeding or investigation pending as to which Parent or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrowers, threatened against or affecting Borrower Parent or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with ARTICLE 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), in compliance with ARTICLE 2 or (as applicable) the Issuing Lender shall have timely received a Request for Letter of Credit, as the case may be, Credit in compliance with Article ARTICLE 2; and (ed) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute reasonable discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 any Loan Document (other than Sections 4.4, 4.6 (first sentence), 4.9 with respect to the last sentence only) and 4.164.17) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred since the Closing Date that constitutes a Material Adverse Effect since the Closing DateEffect; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and (e) the Administrative Agent no Default or Event of Default shall have received, in form occurred and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may requirebe continuing.

Any Advance. The obligation of each Lender Bank to make any Advance, and the obligation Advance or of the Issuing Lender Swing Loan Bank to make a Swing Loan or of the Administrative Agent to issue any a Letter of Credit, Credit is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower Borrowers and approved in writing by the Requisite LendersBanks, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower Parent or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan or Letter of Credit Request in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; (d) no Default or Event of Default shall have occurred and be continuing; (e) If requested by Administrative Agent, the Administrative Agent shall have received a current calculation of the Borrowing Base with such supporting information as the Administrative Agent may require adjusted in the best good faith estimate of the Borrowers to the date of such certification; and (ef) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders Banks reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.164.10) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing DateDecember 31, 2009; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower other Obligor or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect;; and (d) the Administrative Agent shall have timely received a Request for Borrowing (or telephonic or other request for Borrowing referred to in the second sentence of Section 2.1(b2.1(c), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents reasonable documentation related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.212.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower Representative and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 ) and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Datedate of the last delivered audited financial statements; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened or, to the knowledge of any Senior Officer of any Credit Party, threatened, any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower Credit Party or any Property of any of them before any Governmental Agency that constitutes or is reasonably expected to constitute a Material Adverse Effect;; and (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, Credit (as the case may beapplicable), in compliance with Article 2; and (e) , or shall otherwise have waived the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may requiresame.

Any Advance. The obligation of each Lender Bank to make any Advance, ----------- and the obligation of the Issuing Lender Bank to issue any a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the LendersBanks, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as ------ of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite LendersBanks, the representations and warranties contained in Article 4 --------- (other than Sections 4.44.4(a), 4.6 (first sentence), 4.9 4.10, 4.17 and 4.164.18 (but ---------- ------ --- ---- ---- ---- only if Borrower is diligently engaged in measures that will result in compliance with all Hazardous Materials Laws)) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as ------------- of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Managing Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan --------- referred to in the second sentence of Section 2.1(b), if applicable), ) or the ------ Issuing Lender Bank shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; andand --------- (ed) the Administrative Managing Agent shall have received, in form and substance reasonably satisfactory to the Administrative Managing Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Managing Agent or Requisite Lenders Banks reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, is and the obligation of the Swing Line Lender to make any Swing Line Advance, are each subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise):that: (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) EXCEPT as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than OTHER THAN the representations set forth in Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the such Advance or the Letter of Credit as though made on that date, (PROVIDED that after the release of the Make Well Agreement, no such representations or warranties made with respect to Xxxxx X. Xxxxxx shall be conditions to the making of Loans, Letters of Credit or Swing Line Advances hereunder); (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 or not required as of the Closing Date to be therein described, there There shall not be then any pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower or any Property of any of them its Subsidiaries before any Governmental Agency that constitutes a Material Adverse Effect; (dc) EXCEPT as provided for in Section 2.1(g), the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b), if applicable), ) or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, in compliance with Article 2; and; (d) no Default or Event of Default shall have occurred and remain continuing or will result from such Advance or Swing Line Advance or the issuance of such Letter of Credit; (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, Advance is ----------- subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall ---- agree otherwise): (a) except (i) for representations and warranties which expressly ------ speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4--------- ---------- 4.4(a), 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in ------ --- ---- ---- all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required ------------- as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing --------- Loan referred to in the second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, ------ in compliance with Article 2; andand --------- (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, Advance (and the obligation of the Issuing Lender to issue any Letter of Credit, ) is (except as provided in Sections 2.4 and 2.7) subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that datedate (for purposes of this Section 8.2, the representations and warranties contained in Sections 4.5 and 4.6 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and 7.1(c)) and, in any event, no Default or Event of Default shall have occurred and remain continuing; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation pending as to which Borrower or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrower, threatened against or affecting Borrower or any Subsidiary of Borrower its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (dc) the Administrative Agent shall have timely received a Request for Borrowing Loan in compliance with Article 2 (or telephonic or other request for Borrowing Loan referred to in the second sentence of Section 2.1(b2.1(e), if applicable), ) or the Issuing Lender shall have received a Request for Letter of CreditCredit Application, as applicable; (d) an In-Balance Certificate certifying and attaching calculations demonstrating that, giving effect to the case may berequested borrowing, the Borrower is in compliance with Article 2the In-Balance Test; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

Any Advance. The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to issue any Letter of Credit, Advance is subject to the following conditions precedent (unless the Requisite Lenders or, in any case where the approval of all of the Lenders is required pursuant to Section 11.2, all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower Borrowers and approved in writing by the Requisite Lenders, the representations representa tions and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.9 4.10 and 4.164.17) shall be true and correct in all material respects on and as of the date of the Advance or the Letter of Credit as though made on that date; (b) no circumstance or event shall have occurred that constitutes a Material Adverse Effect since the Closing Date; (c) other than matters described in Schedule 4.9 4.10 or not required as of the Closing Date to be therein described, there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower Borrowers or any Subsidiary of Borrower their Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; (d) the Administrative Agent shall have timely received a Request for Borrowing Loan (or telephonic or other request for Borrowing Loan referred to in the -58- 65 second sentence of Section 2.1(b), if applicable), or the Issuing Lender shall have received a Request for Letter of Credit, as the case may be, ) in compliance with Article 2; and (e) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.