Common use of Conditions Precedent to all Extensions of Credit Clause in Contracts

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan hereunder (or to issue, extend or renew any Letter of Credit or extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Loan Parties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, credit as though made on and as of such date (except provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereofof such extension of credit; (c) no event or development has occurred which could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties, taken as a whole; (d) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof or in the case of any Letter of Credit, a request therefor in accordance with Section 2.10; and (e) the proceeds of such extension of credit (including any Letter of Credit) shall have been, and shall be (after giving effect to any such requested extension of credit), used to (i) in refinance existing Debt owed pursuant to the case of Tranche A Revolving LoansExisting Credit Agreement, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) fund certain fees, costs and expenses incurred in connection with this Agreement and the case other Loan Documents, (iii) finance Permitted Investments, (iv) finance the ongoing working capital needs and general corporate purposes of Tranche B Revolving Loansthe Borrower including, without limitation, to finance acquisitions otherwise permitted hereunder or (v) effect any other Distribution permitted hereunder, provided that the Tranche B Revolver Usage proceeds shall not exceed be available to repay any Debt that is junior or structurally subordinated to the Tranche B Line Cap; and (d) such extension Obligations. Such use of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower proceeds shall be deemed evidenced on the Request for Borrowing delivered to represent and warrant that such extension Lender pursuant to the terms of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension2.6 hereof.

Conditions Precedent to all Extensions of Credit. The Subject to Section 1.8 in the case of Limited Condition Transactions consummated after the Closing Date, the obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent (the making of such Revolving Loans or such other extension of credit hereunder by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent:): (a) each of the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after Agent shall have received written notice of the request for such Revolving Loan in accordance with the terms of Section 2.3(a); and (d) After giving effect to any extension the borrowing of credit, (i) in the case of Tranche A such Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Maximum Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionAmount.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder at any time (or to extend any other credit hereunder) at any time after ), including the Closing Date initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such Advance shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their respective Affiliates; (d) no Material Adverse Change shall have occurred, (e) on or before the day preceding the date of such Advance, Borrower shall have delivered to the Collateral Custodian each of the Required Asset Documents with respect to each Note Receivable to be acquired or funded with any portion of such Advance; provided that if Borrower is funding the acquisition of such Note Receivable with the proceeds of Advances being requested with respect to such Note Receivable, then this condition shall be satisfied if the Collateral Custodian and Agent are in possession of .pdf copies of each of the Required Asset Documents and the originals are delivered to the Collateral Custodian no later than five (5) Business Days thereafter; (f) before and after giving effect to any extension such Advance and to the application of creditproceeds therefrom the Asset Quality Test shall be satisfied, as calculated on such date; (g) before and after giving effect to such Advance and to the application of proceeds therefrom, the Minimum Equity Requirement shall be maintained; (h) before and after giving effect to such advance and to the application of proceeds therefrom, (a) the lesser of (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap Borrowing Base and (ii) in the case Facility Amount shall be equal to or greater than (b) the outstanding Advances; (i) the end of Tranche B the Revolving Loans, the Tranche B Revolver Usage Credit Availability Period shall not exceed the Tranche B Line Caphave occurred (other than with respect to a Post-Termination Revolving Note Receivable Funding); and (dj) such extension of credit Agent shall not conflict with, result in have received a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioncurrent Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries any Loan Party contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect to if any extension of credit, (i) request in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) a calendar month for such extension of credit shall not conflict withwould cause Revolver Usage to exceed $300,000,000, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed have delivered to represent Agent during such month and warrant that prior to such requested extension of credit is permitted under all Material Indebtedness. Each request the Certificate re Consolidated EBITDA Calculation for an extension the most recently ended four fiscal quarter period for which financial statements are available to Parent, certifying as to the maximum amount of credit submitted by a Borrower shall Revolver Usage that may be deemed outstanding during such month that will not cause the Obligations to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as breach Sections 3.8 or 3.14 of the date Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding sections of the applicable credit extensionPermitted Refinancing Senior Unsecured Trust Indenture).

Conditions Precedent to all Extensions of Credit. The Subject to Section 3.6, the obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to issue any Letter of Credit or amend or extend any other credit hereunderLetter of Credit) at any time after the Closing Date shall be subject to the following conditions precedent: (a) as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing on the date of such extension of credit, nor shall immediately result from the making thereofcontinuing; (c) as of the date of any such Revolving Loan (or other extension of credit) and after giving effect to any extension of creditthereto, the (i) in the case outstanding principal amount of Tranche A US Revolving Loans, Loans and US Swing Loans plus the Tranche A Revolver US Letter of Credit Usage shall not exceed the Tranche A Line Cap lesser of the US Borrowing Base or the US Maximum Credit and (ii) in outstanding principal amount of Canadian Revolving Loans and Canadian Swing Loans plus the case Canadian Letter of Tranche B Revolving Loans, the Tranche B Revolver Credit Usage shall not exceed the Tranche B Line Caplesser of the Canadian Borrowing Base or the Canadian Maximum Credit; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, the applicable credit extensionoutstanding principal amount of the Loans plus the Letter of Credit Usage shall not exceed the Existing Note Secured Debt Limit and upon Agent’s request, Agent shall have received such certificate in form and substance reasonably satisfactory to Agent, from an Authorized Person so stating (provided, that, in the event of an Overadvance as a result of the establishment of a new category of reserves or a change in the methodology of the calculation of an existing reserve, or as a result of the making of a Loan other than at the request of a Borrower (or Administrative Borrower on behalf of any Borrower), whether a Protective Advance or by charging the Loan Account, such amounts shall only be required to be included in the certificate to the extent Agent has provided notice thereof to Administrative Borrower or Administrative Borrower otherwise has knowledge thereof).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent Borrower and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect the receipt by Agent from Borrower of (A) (i) a request for Borrowing pursuant to any extension the requirements of creditSection 2.3(a), (iii) a request for issuance of a Letter of Credit pursuant to the requirements of Section 2.11(a) or (iii) an Incremental Facility Request pursuant to the requirements of Section 2.12(a), as applicable, and (B) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap clauses (i) and (iiiii) in the case of Tranche B (solely with respect to Revolving LoansLoans or Revolver Commitments), the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied Borrowing Base Certificate no later than 12:00 noon on and as of the date of the applicable credit extensionsuch request.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries each Loan Party contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) in the case of a request for a Term Loan, there shall be no Availability (after giving effect to any extension of credit, request for a Revolving Loan made simultaneously therewith); (id) in the case of Tranche A a request for a Revolving LoansLoan or a Term Loan at any time after the Closing Date, the Tranche A Revolver Usage Bankruptcy Court shall have entered the Interim Order or Final Order, certified by the Clerk of the Bankruptcy Court as having been duly entered, and the Interim Order or Final Order, as applicable, shall be in full force and effect and shall not exceed have been vacated, reversed, modified, amended or stayed without the Tranche A Line Cap prior written consent of the Agent and the Lenders; and (iie) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension a Term Loan at any time after the entry of credit submitted by a Borrower Final Order, Agent shall be deemed have received title searches with respect to be a representation the Real Property constituting the Term Loan Priority Collateral in form and warranty that the conditions specified substance acceptable to Agent in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionits sole discretion. Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Term Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent Borrower and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect the receipt by Agent from Borrower of a request for Borrowing pursuant to any extension the requirements of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapSection 2.3(a); and (d) such extension in the case of credit the Special Delayed Draw Term Loan, the Hargreaves Appeal shall not conflict withhave become subject to a binding consent decree satisfactory to the Lenders, result and Agent shall have received evidence, satisfactory to the Lenders in a breach oftheir sole discretion, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty demonstrating that the conditions specified in this Section 3.3 have been satisfied on and as proceeds of the date of the applicable credit extensionSpecial Delayed Draw Term Loan will be used solely to satisfy settlement amounts payable pursuant to such consent decree.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature restricting or prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed the Tranche A Line Cap have been issued and (ii) remain in the case of Tranche B Revolving Loansforce by any Governmental Authority against any Borrower, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapAgent, or any Lender; and (d) such extension no Material Adverse Change shall have occurred since the Closing Date. No member of credit the Lender Group shall not conflict withmake any Revolving Loans under Section 2.1 hereof without the consent of all Lenders at any time that an Event of Default under Section 8.6(a) hereof that arises on account of the occurrence of a Split Lien Termination Date shall have occurred and be continuing, an Event of Default arising as a result in of a breach of, of Section 5.16 hereof shall have occurred and be continuing or constitute (with due notice or lapse the lenders party to the Split Lien Credit Agreement are refusing to fund as a result of time or both) a default the existence of an “Event of Default” under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of defined in the date of the applicable credit extensionSplit Lien Credit Agreement.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit or issue any Letter of Credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect . Notwithstanding anything to any extension of credit, (i) in the case of Tranche A Revolving Loanscontrary herein, the Tranche A Revolver Usage Lender Group (or any member thereof) shall not exceed have no obligation to make any Revolving Loans hereunder (or to extend any other credit or issue any Letter of Credit hereunder) prior to and until Agent has received a completed Borrowing Base Certificate as required by clause (e) of Schedule 3.6 to the Tranche A Line Cap and Disclosure Letter (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, failure by Borrowers to so perform or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed cause to be a representation performed such conditions subsequent as and warranty that when required by the conditions specified in this Section 3.3 have been satisfied on and as terms thereof shall constitute an immediate Event of the date of the applicable credit extensionDefault).

Conditions Precedent to all Extensions of Credit. The After the Closing Date (except in the case of clause (d)(A) below, which shall apply on the Closing Date), the obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan hereunder (or to issue, extend or renew any Letter of Credit or extend any other credit hereunder) at any time after the Closing Date shall be is subject, subject to Section 2.18(b), to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Loan Parties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, credit as though made on and as of such date (except provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereofof such extension of credit; (c) after giving effect The Borrower shall have delivered to any extension the Agent a Request for Borrowing pursuant to the terms of credit, (i) Section 2.6 hereof or in the case of Tranche A Revolving Loansany Letter of Credit, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) a request therefor in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Capaccordance with Section 2.10; and (d) the proceeds of such extension of credit (including any Letter of Credit) shall not conflict withhave been, result in a breach ofand shall be (after giving effect to such requested extension of credit), used (A) on the Closing Date, for the Refinancing and to pay Transaction Costs, (B) on or constitute after the Closing Date, for the Seller Notes Refinancing and (with due notice or lapse C) after the Closing Date, to finance the ongoing working capital needs and general corporate purposes of time or both) a default under any Material Indebtedness and the Borrower and its Subsidiaries, including, without limitation, to finance acquisitions otherwise permitted hereunder. Such use of proceeds shall be deemed evidenced on the Request for Borrowing delivered to represent and warrant that such extension Lender pursuant to the terms of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension2.6 hereof.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Borrowers or their Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) the receipt by Agent (and/or the Third Party Agent, as applicable) from Borrower Representative of (A) a request for Borrowing pursuant to the requirements of Section 2.02(a), and (B) in the case of clause (i) (solely with respect to Revolving Loans or Revolver Commitments), (x) during a Non-Third Party Agent Retention Period, if requested by Agent within one Business Day of receipt of such request for Borrowing, an updated Borrowing Base Certificate (Agent), and (y) during a Third Party Agent Retention Period, an updated Borrowing Base Certificate (Third Party Agent) no later than 12:00 p.m. on the date of such request; (d) after giving effect to the making of any such Loan, (i) the Revolver Usage on such date (after giving effect to any extension of credit, (isuch proposed Loan or credit extension) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall does not exceed the Tranche A Line Cap and (ii) either (A) the Borrowing Base reflected in the case of Tranche B Revolving LoansBorrowing Base Certificate referred to in Section 3.02(c) above (as adjusted by Agent (or the Third Party Agent, as applicable) for Reserves established by Agent (or the Tranche B Third Party Agent, as applicable) from time to time) or (B) the Maximum Revolver Usage shall not exceed the Tranche B Line CapAmount; and (de) after giving effect to the making of any such extension of credit Loan, a Maximum Decreased Market Capitalization Overadvance Event shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionoccurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder or any Incremental Loan (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the all representations and warranties of Parent set forth in Section 4 and its Subsidiaries contained in this Agreement or in the each other Loan Documents Document shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such effectiveness of any extension of credit, credit and with the same effect as though made on and as of such date (except date; provided that to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the date of effectiveness of any extension of credit or on such earlier date, as the case may be; provided, further, that, if such extension of credit is being entered into with the primary purpose to complete a Limited Condition Transaction, on the LCT Test Date, just the Specified Representations shall be required to be true, correct and complete in all material respects on and as of the date of effectiveness of any extension of credit and with the same effect as though made on and as of such date; provided, however that to the extent such Specified Representations expressly relate to an earlier date, such representations and warranties shall be true, correct and complete in all respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the date of effectiveness of any extension of credit or on such earlier date, as the case may be; and (b) Except in the case of a Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to any extension of credit; provided, (i) in the case of Tranche A Revolving Loansthat, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that if such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by being entered into with the primary purpose to complete a Borrower Limited Condition Transaction, the foregoing shall be deemed true on and as of the LCT Test Date and no Event of Default pursuant to any of Sections 8.1, 8.4 and 8.5 shall have occurred and be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied continuing on and as of the date of such extension of credit, nor shall either result from the applicable credit extensionmaking thereof. (c) Agent shall have received if such request is for Revolving Loans, a Borrowing Notice or if such request is for a Letter of Credit, an Issuer Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Advances or Delayed Draw Term Loans hereunder at any time (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent:: 137020431v13 (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates; (d) no Material Adverse Change shall have occurred; (e) if any portion of the proceeds of such Advance or Delayed Draw Term Loan (or any other extension of credit hereunder) will be used to acquire any Real Property Collateral, all actions and conditions specified in Section 6.17 shall have been taken or satisfied, as applicable, with respect to such Real Property; and (f) solely with respect to Delayed Draw Term Loans, after giving pro forma effect to any extension of credit, (i) in the case of Tranche A Revolving Loanssuch Delayed Draw Term Loan, the Tranche A Revolver Usage Leverage Ratio of Borrower and its Subsidiaries shall not exceed the Tranche A Line Cap Leverage Ratio required by Section 7.18(a)(ii) minus 0.25, and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed have delivered to represent and warrant that the Agent a Compliance Certificate demonstrating compliance with such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioncondition.

Conditions Precedent to all Extensions of Credit. The obligation several obligations of the Lender Group (or any member thereof) Lenders to make any Revolving Loans Extension of Credit and of the LC Bank to issue any Letter of Credit hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be are subject to the satisfaction of the following conditions precedent:: The following statements made by each Borrower to the extent applicable to it and with respect to Extensions of Credit made to it shall be true on the date such Extension of Credit is made (and the giving of the applicable Notice of Borrowing and the issuance by the LC Bank of any Letter of Credit at the request of any Borrower shall constitute a representation and warranty by such Borrower that such statements are true on the date such Extension of Credit is made): (ai) The representations and warranties of such Borrower contained in Section 5.1 (other than the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in the other Loan Documents paragraphs (e), (f) and (k) thereof which shall be deemed made only as of the Effective Date) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date such Extension of Credit is made, before and after giving effect to such extension Extension of creditCredit and to the application of the proceeds thereof, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier another date, in which case such representations and warranties shall be are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier other date); (bii) no Default No event has occurred and is continuing, or would result from such Extension of Credit or the application of the proceeds thereof, which constitutes an Event of Default shall have occurred or a Default by such Borrower or its Subsidiaries (other than, in the case of CG&E, ULH&P); and (iii) After giving effect to such Extension of Credit and be continuing the application of the proceeds thereof, the Outstanding Extensions of Credit do not exceed the Total Commitment, as determined on the date such Extension of such extension of credit, nor shall immediately result from the making thereof; Credit is made and (c) after giving effect to any extension of credit, (iA) in the case of Tranche A Revolving Loansan Extension of Credit to CG&E, the Tranche A Revolver Usage shall CG&E Outstanding Extensions of Credit do not exceed the Tranche A Line Cap and CG&E Sublimit; (iiB) in the case of Tranche B Revolving Loansan Extension of Credit to PSI Energy, the Tranche B Revolver Usage shall PSI Energy Outstanding Extensions of Credit do not exceed the Tranche B Line CapPSI Energy Sublimit; and and (dC) such extension in the case of credit shall an Extension of Credit to ULH&P, the ULH&P Outstanding Extensions of Credit do not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and exceed the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionULH&P Sublimit.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan or other extension of credit hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at or prior to the time of the making of such Loan or extension of credit, or waiver of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Borrowers contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) on and as of the date of such Loan or extension of credit, credit as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such Loan or extension of credit, nor shall immediately either result from the making thereofof such Loan or extension of credit; (c) after giving effect Administrative Borrower shall have delivered to any extension Lender a Request for Borrowing pursuant to the terms of credit, Section 2.7 hereof; (id) in the case of Tranche A Revolving Loansany Term Loan, Borrowers shall have paid, or contemporaneously with the drawing of such Term Loan shall pay, the Tranche A Revolver Usage shall not exceed Upfront Fee owing with respect to such Term Loan; (e) no event or development has occurred since the Tranche A Line Cap and delivery of the most recent financial statements pursuant to Section 5.2(a) which could reasonably be expected to result in a Material Adverse Effect; and (iif) in the case of Tranche B Revolving the extension of the initial Loans, Lender shall have received a certificate executed by the Tranche B Revolver Usage shall not exceed chief financial officer (or equivalent Responsible Officer) of each Loan Party as to the Tranche B Line Cap; and (d) such solvency of the Parent and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated on the Closing Date and the extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtednessinitial Loans. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.DB2/ 43206048.6

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier datedate or time period, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier datedate or with respect to such earlier time period);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect . The conversion of a Base Rate Loan to any extension a LIBOR Rate Loan or the continuation of credita LIBOR Rate Loan as a LIBOR Rate Loan shall not constitute the making of a new Revolving Loan for purposes of this Section 3.2, (i) in but for the case sake of Tranche A Revolving Loansclarity and the avoidance of doubt, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty parties hereto hereby acknowledge that the conditions specified in this Section 3.3 have been satisfied on and as availability of the date LIBOR Option shall at all times be subject to the conditions and requirements of the applicable credit extensionSection 2.12.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) except with respect to the making of any Revolving Loans for the consummation of the Clarient Acquisition on the Clarient Acquisition Date, the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) except with respect to the making of any Revolving Loans for the consummation of the Clarient Acquisition on the Clarient Acquisition Date, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect with respect to the making of any extension Revolving Loans hereunder for consummation of credit, (i) in the case of Tranche A Revolving LoansClarient Acquisition on the Clarient Acquisition Date, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case making of Tranche B such Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower Loans shall be deemed subject to represent the fulfillment, to the satisfaction of Agent and warrant that such extension each Lender, of credit is permitted under all Material Indebtedness. Each request for an extension each of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied precedent set forth on and as of the date of the applicable credit extensionSchedule 3.2.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances or any Term Loan hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender; (d) no Material Adverse Change shall have occurred since August 31, 2006; (e) each draw under Term Loan B hereunder shall be subject to any extension of credit, the following conditions precedent: (i) Agent is in receipt of a third-party quality of earnings audit in form and substance acceptable to Lenders; (ii) Agent shall have received evidence satisfactory in all respects to the Agent that such draw under Term Loan B is to be used by Borrowers to finance a Permitted Acquisition; (iii) Agent shall have received, and be satisfied with, true and complete copies of all agreements to effect the Permitted Acquisition, and any other documents reasonably requested by Agent in connection therewith, to be financed with the proceeds of such draw under Term Loan B; (iv) the proposed draw under Term Loan B is in an amount not less than $1,000,000; (v) any and all agreements, instruments and documents (including, without limitation, financing statements) required to be executed, delivered and/or filed in order to create, in favor of Agent, a first priority fully perfected security interest (A) in the case of Tranche A Revolving Loansan asset purchase, in the Tranche A Revolver Usage shall not exceed then existing and thereafter arising assets being purchased with the Tranche A Line Cap proceeds of such draw and (iiB) in the case of Tranche B Revolving Loansa Stock purchase, the Tranche Stock and the then existing and thereafter arising assets of such company being purchased with such draw, in each case shall have been properly executed, delivered and/or filed in each office in each jurisdiction necessary to create in favor of Agent a first priority fully perfected security interest in such assets and/or Stock, and Agent shall be satisfied, in its sole and absolute discretion, with the nature and extent of the rights and remedies afforded Agent under applicable law; (vi) this Agreement (including all financial covenants and all other affirmative and negative covenants) shall have been amended as Agent requires in its sole discretion to reflect the Permitted Acquisition and the draw under Term Loan B Revolver Usage shall not exceed the Tranche B Line Capand their impact on Borrowers' business, assets, financial condition and prospects; and (dvii) such extension of credit Borrowers shall not conflict withhave delivered, result in a breach and the Agent shall have approved of, or constitute (a certificate in connection with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed Permitted Acquisition to be financed with the proceeds of such draw under Term Loan B reflecting that, on a representation pro forma basis before and warranty that after giving effect to such acquisition, the conditions specified in this Section 3.3 have been satisfied on and as sum of (i) the outstanding Advances, (ii) the unpaid balance of Term Loan A, (iii) the unpaid balance of the date Term Loan B, and (iv) the proposed draw under Term Loan B will not exceed the product of the applicable credit extensionAcquisition Multiple times the Pro Forma TTM EBITDA.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder, including the issuance of any Letter of Credit) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) immediately after giving effect to any such extension of credit, (i) the amount of outstanding Obligations (other than in respect of any Pledged Cash Letters of Credit) would not be in excess of (A) the “Borrowing Base” as defined in the case of Tranche A Revolving Loans, Senior Secured Notes Indenture (to the Tranche A Revolver Usage shall not exceed extent the Tranche A Line Cap corresponding covenant in the Senior Secured Notes Indenture is then in effect) and (B) the “Borrowing Base” as defined in the Junior Lien Term Loan Credit Agreement (to the extent the corresponding covenant in the Junior Lien Term Loan Credit Agreement is then in effect) and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall outstanding Obligations would otherwise be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed the Senior Secured Notes Documents (to be a representation the extent then in effect),the Junior Lien Term Loan Documents (to the extent then in effect) and warranty that any Permitted Junior Conversion Debt Documents (to the conditions specified extent then in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioneffect).

Conditions Precedent to all Extensions of Credit. The obligation of the each Lender Group (or any member thereof) to make any Revolving Loans Loan hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at the time of the making of such extension of credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Loan Parties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, credit as though made on and as of such date (except provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately result from the making thereofof such extension of credit; (c) after giving effect no event or development has occurred which could reasonably be expected to any extension result in a Material Adverse Effect; (d) the Borrower shall have delivered to the Agent a Request for Borrowing pursuant to the terms of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapSection 2.6; and (de) the proceeds of such extension of credit shall not conflict withhave been, result and shall be (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in a breach of, or constitute (connection with due notice or lapse of time or both) a default under any Material Indebtedness this Agreement and the other Loan Documents, (ii) finance Permitted Investments, (iii) finance the ongoing working capital needs and general corporate purposes of the Borrower including, without limitation, to finance acquisitions otherwise permitted hereunder or (iv) effect any other Distribution permitted hereunder, provided that the proceeds shall not be available to repay any Debt that is junior or structurally subordinated to the Obligations. Such use of proceeds shall be deemed evidenced on the Request for Borrowing delivered to represent and warrant that such extension Lender pursuant to the terms of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension2.6.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect with respect to the making of any extension Revolving Loan or issuance of creditany Letter of Credit, (i) in the case of Tranche A Revolving LoansAgent shall have received a duly executed and completed Borrowing Base Certificate, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and current as of the close of business on the Business Day immediately preceding the date of the applicable credit extensionrequested issuance or Funding Date and demonstrating that, after making the requested Revolving Loan or issuing the requested Letter of Credit, the Revolver Usage will not exceed the lesser of the Maximum Revolver Amount and the Borrowing Base.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder Advance (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed the Tranche A Line Cap have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; (iid) in the case of no Material Adverse Change shall have occurred; (e) Agent and each Tranche B Revolving Loans, Lender shall have received the Tranche B Revolver Usage shall not exceed the Tranche B Line Capmost recent Borrowing Base Certificate to be delivered to Agent in accordance with Section 7.2; and (df) the Bankruptcy Court shall have entered the Interim Order or the Final Order and such extension of credit Order shall be in full force and effect and shall not conflict withhave been amended, result in a breach ofmodified or stayed without the written consent of the Agent, or constitute (with due notice reversed. If either the Interim Order or lapse the Final Order is the subject of time a pending appeal in any respect, none of such Orders, the making of the Loans, the issuance, extension or both) renewal of any L/C, or the performance by any of the Borrowers of any of the Obligations shall be the subject of a default under any Material Indebtedness presently effective stay pending appeal. The Borrowers, the Agent and the Borrower Lenders shall be deemed entitled to represent rely in good faith upon each of the Orders notwithstanding objection thereto or appeal therefrom by any interested party. The Borrowers, the Agent and warrant that the Lenders shall be permitted and, at the election of the Agent, required to perform their respective obligations in compliance with this Agreement, notwithstanding any such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted objection or appeal unless the relevant Order has been stayed by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as court of competent jurisdiction. The Agent may, however, defer any obligations of the date Lenders to make any Loans or of the applicable credit extensionIssuing Bank to issue any L/C until such time as no objection to or appeal from the Interim Order or, as the case may be, the Final Order is pending and the period for lodging any objection or appeal has expired.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder at any time (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension nature restricting or prohibiting, directly or indirectly, the extending of creditsuch credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates; (d) no Material Adverse Change shall have occurred; (e) Agent shall have received a Borrowing Request; (f) Agent shall have received an updated Borrowing Base Certificate in accordance with Section 6.2(b) which includes a detailed calculation of the Borrowing Base as of the required date(s); (g) if new Contracts are being acquired by Borrower (i) the related Contract Files shall have been delivered to the Custodian and shall have been checked in by the case of Tranche A Revolving Loans, Custodian in accordance with the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap Custodian Agreement and (ii) Agent shall have received at least one (1) Business Day prior to the Funding Date, a Custodial Receipt and Report with respect to such Contract Files without any exceptions noted (except for such exceptions as have been approved by Agent in its Permitted Discretion); (h) Agent shall have received evidence of the case release of Tranche B Revolving Loansall prior liens and the filing of any required UCC-3 partial release statements as to any Contract Assets being acquired by Borrower as it deems necessary, such evidence to include an executed Confirmation of Release of the Tranche B Revolver Usage shall not exceed lien of National City Bank (or PNC Bank as its successor by acquisition), as agent under the Tranche B Line CapCredit Agreement with Originator and Borrower, dated July 31, 2006; and (di) such extension Agent shall have received on or before the Funding Date (x) fully executed and completed originals of credit shall not conflict with, result all applicable Originator Assignment(s) and Purchase Date Notice(s) with attached Contract Schedule(s) covering all Contracts and related Contract Assets being acquired by Borrower and (y) evidence of prior payment (or deposit into the Designated Account) of that portion of the purchase price that is set forth in a breach of, or constitute (with due notice or lapse the applicable Originator Assignment that is in excess of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed Advances to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied made on and as of the date of the applicable credit extensionsuch Funding Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder at any time (or to extend any other credit hereunder) at any time after ), including the Closing Date initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such Advance shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their respective Affiliates; (d) no Material Adverse Change shall have occurred, (e) on or before the day preceding the date of such Advance, Borrower shall have delivered to the Collateral Custodian each of the Required Asset Documents with respect to each Note Receivable to be acquired or funded with any portion of such Advance; provided that if Borrower is funding the acquisition of such Note Receivable with the proceeds of Advances being requested with respect to such Note Receivable, then this condition shall be satisfied if the Collateral Custodian and Agent are in possession of .pdf copies of each of the Required Asset Documents and theany originals (solely to the extent they exist and are required to be delivered as originals pursuant to the terms hereof) are delivered to the Collateral Custodian no later than five (5) Business Days thereafter; (f) before and after giving effect to any extension such Advance and to the application of creditproceeds therefrom the Asset Quality Test shall be satisfied, as calculated on such date; (g) before and after giving effect to such Advance and to the application of proceeds therefrom, the Minimum Equity Requirement shall be maintained; (h) before and after giving effect to such advance and to the application of proceeds therefrom, (a) the lesser of (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap Borrowing Base and (ii) in the case Facility Amount shall be equal to or greater than (b) the outstanding Advances; (i) the end of Tranche B the Revolving Loans, the Tranche B Revolver Usage Credit Availability Period shall not exceed the Tranche B Line Caphave occurred (other than with respect to a Post-Termination Revolving Note Receivable Funding); and (dj) such extension of credit Agent shall not conflict with, result in have received a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioncurrent Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan or other extension of credit hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at or prior to the time of the making of such Loan or extension of credit, or waiver of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Borrowers contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) on and as of the date of such Loan or extension of credit, credit as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) as of such earlier date);; DB2/ 42498508.4 (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such Loan or extension of credit, nor shall immediately either result from the making thereofof such Loan or extension of credit; (c) after giving effect Administrative Borrower shall have delivered to any extension Lender a Request for Borrowing pursuant to the terms of credit, Section 2.7 hereof; (id) in the case of Tranche A Revolving Loansany Term Loan, Borrowers shall have paid, or contemporaneously with the drawing of such Term Loan shall pay, the Tranche A Revolver Usage shall not exceed Upfront Fee owing with respect to such Term Loan; (e) no event or development has occurred since the Tranche A Line Cap and delivery of the most recent financial statements pursuant to Section 5.2(a) which could reasonably be expected to result in a Material Adverse Effect; and (iif) in the case of Tranche B Revolving the extension of the initial Loans, Lender shall have received a certificate executed by the Tranche B Revolver Usage shall not exceed chief financial officer (or equivalent Responsible Officer) of each Loan Party as to the Tranche B Line Cap; and (d) such solvency of the Parent and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated on the Closing Date and the extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioninitial Loans.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) each Bank to make any Revolving Loans hereunder (each Loan, and of the Issuing Bank to issue, amend, renew or to extend any other credit hereunder) at any time after the Closing Date Letter of Credit, shall be subject to the fulfillment at or prior to the time of the making of such Loan or the issuance, amendment, renewal or extension off such Letter of Credit of each of the following conditions precedentfurther conditions: (a) The representations and warranties on the part of the Company contained in this Agreement (other than the representations and warranties of Parent and its Subsidiaries contained in this Agreement or set forth in the other Loan Documents second sentence of Section 5.01(e) hereof, in Section 5.01(f) hereof and in Section 5.01(l) hereof) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on at and as of the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);. (b) no Default Both before and after giving effect to such Loan (other than any Refinancing Loan) or such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Company shall be in compliance with the requirements of any applicable covenants pertaining to its incurrence of unsecured indebtedness. (c) No Event of Default and no Unmatured Event of Default (other than any Unmatured Event of Default which occurs as a result of a Bank Funding Default) shall have occurred and be continuing on the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, nor shall immediately as applicable, or would result from the making thereof; (c) after giving effect to any of such Loan or the issuance, amendment, renewal or extension of creditsuch Letter of Credit. Each Borrowing and each issuance, (i) in the case of Tranche A Revolving Loansamendment, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such renewal or extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse Letter of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower Credit shall be deemed to be a representation and warranty by the Company on the date of such Borrowing or such issuance, amendment, renewal or extension that each of the conditions specified contained in this Section 3.3 have 7.02 has been satisfied on and as of the date of the applicable credit extensionsatisfied.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries any Loan Party contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect to if any extension of credit, (i) request in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) a calendar month for such extension of credit shall not conflict withwould cause Revolver Usage to exceed $200,000,000, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed have delivered to represent Agent during such month and warrant that prior to such requested extension of credit is permitted under all Material Indebtedness. Each request the Certificate re Consolidated EBITDA Calculation for an extension the most recently ended four fiscal quarter period for which financial statements are available to Parent, certifying as to the maximum amount of credit submitted by a Borrower shall Revolver Usage that may be deemed outstanding during such month that will not cause the Obligations to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as breach Sections 3.8 or 3.14 of the date Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding sections of the applicable credit extensionPermitted Refinancing Senior Unsecured Trust Indenture).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);, (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates; (d) the Tranche A Line Cap and occurrence of the all conditions to the Effective Date as defined in Borrower's confirmed Chapter 11 Plan of Reorganization other than the condition requiring Borrower to have credit availability under the Exit Facility, to the extent that such condition is construed to mean that all conditions precedent under this Section have been satisfied; (iie) in the case amount of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapAvailability is greater than zero (0); and (df) in the sole and absolute judgment of the Lenders, no Material Adverse Change in the condition (financial or otherwise) of Borrower or the Collateral shall have occurred. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such extension Lenders' Pro Rata Share of credit shall not conflict with, result in a breach ofany drawings under Letters of Credit as provided herein, or constitute (with due notice ii) participating in or lapse reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of time any Swing Loan or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Agent Advance as of the date of the applicable credit extensionprovided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, material before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans or Floorplan Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, Borrower shall be permitted to borrow Revolving Loans and Floorplan Loans on the last day of each fiscal quarter of Borrower in an amount in excess of its anticipated cash needs in the ordinary course of business (each such Borrowing, a "Quarter End Borrowing" for purposes of determining Adjusted Excess Availability), in each case so long as each of the following conditions are satisfied (it being understood that the failure to satisfy (A) any of the following conditions at any time shall immediately disqualify such Loans as a Quarter End Borrowing for purposes of determining Adjusted Excess Availability and (B) the condition set forth in clause (iv) below shall constitute an immediate Event of Default under this Agreement): (i) all conditions precedent set forth in this Section 3.2 have been satisfied with respect to such Quarter End Borrowing; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified precedent set forth in this Section 3.3 3.2 have been satisfied on and with respect to such Quarter End Borrowing the amount of such Quarter End Borrowing is within Borrower's borrowing capacity for Revolving Loans under Section 2.1 and/or Floorplan Loans under Section 2.2, as applicable, in each case as evidenced by the then applicable Borrowing Base Certificate(s); (iii) the proceeds of such Quarter End Borrowing are placed into a Deposit Account maintained with Bank of America, which Deposit Account is the subject of the date Control Agreement that provides Agent with springing control over such Deposit Account upon a Triggering Event (as such term is defined in the Guaranty and Security Agreement), it being agreed and understood that if Agent has exercised control, Borrower shall have no access to such Deposit Account maintaining proceeds of the applicable credit extensionany Quarter End Borrowing while such funds are maintained in such Deposit Account; and 126471205_8 (iv) at all times that any Quarter End Borrowing is outstanding, Excess Availability is greater than $25,000,000.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder, including the issuance of any Letter of Credit) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) immediately after giving effect to any such extension of credit, (i) the amount of outstanding Obligations would not be in excess of (A) the “Borrowing Base” as defined in the case of Tranche A Revolving Loans, Senior Secured Notes Indenture (to the Tranche A Revolver Usage shall not exceed extent the Tranche A Line Cap corresponding covenant in the Senior Secured Notes Indenture is then in effect) and (B) the “Borrowing Base” as defined in the Junior Lien Term Loan Credit Agreement (to the extent the corresponding covenant in the Junior Lien Term Loan Credit Agreement is then in effect) and (ii) such extension of credit and the outstanding Obligations would otherwise be permitted under the Senior Secured Notes Documents (to the extent then in effect), and the case of Tranche B Revolving Loans, Junior Lien Notes Documents (to the Tranche B Revolver Usage shall not exceed extent then in effect) and the Tranche B Line CapJunior Lien Term Loan Documents (to the extent then in effect); and (d) such extension of credit neither the Interim Financing Order nor the Final Financing Order, as applicable, shall not conflict withhave been (i) stayed, result vacated or reversed (in a breach ofwhole or in part), or constitute (ii) amended or modified other than with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as consent of the date of the applicable credit extensionAgent in its Permitted Discretion.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances, fund any portion of the Term Loan, or cause the issuance of any Letter of Credit hereunder at any time (or to extend any other credit or financial accommodation hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the Borrowing requested or such Letter of Credit issued, as the case may be, would not cause the Revolver Usage, the Letter of Credit Usage or the Term Loans outstanding to exceed the amounts authorized under this Agreement or by the Final Financing Order; (b) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable immediately prior to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of after giving effect to such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, date in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (cd) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature (whether temporary, (ipreliminary or permanent) in the case of Tranche A Revolving Loansrestricting or prohibiting, directly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed the Tranche A Line Cap have been issued and (ii) remain in the case force by any Governmental Authority against any Borrower, any Agent, any Lender, or any of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) their Affiliates and such extension of credit shall not conflict withviolate any requirement of applicable law; (e) no Material Adverse Change shall have occurred; (f) the Collateral Agent shall have a first priority perfected security interest and lien in the Collateral subject as to priority only, result to Senior Claims and the Carve-Out Expenses; (g) the Bankruptcy Court shall have entered the Final Financing Order on or before June 30, 2006; (h) on or prior to the date of such Borrowing or the issuance of such Letter of Credit, as the case may be, the Final Financing Order, as the case may be, shall be in full force and effect and shall not have been vacated, reversed, stayed, modified or amended absent the express written joinder or consent of the Lenders; (i) there shall be no motion brought by any Borrower or any Affiliate of a breach ofBorrower that is pending in the Chapter 11 Cases (i) to vacate, reverse, modify or amend the Final Financing Order, as the case may be (other than any motion to modify the Final Financing Order that the Lenders have filed, joined, or constitute expressly consented to in writing), or (ii) to permit any administrative expense against the Borrowers to have administrative expense priority superior to or pari passu with due notice the Lenders’ Post-Petition Super Priority in respect of the Obligations; (j) no motion for reconsideration of the Final Financing Order shall have been timely filed by any Borrower or lapse any Affiliate of time a Borrower; (k) if the Final Financing Order is the subject of a pending appeal in any respect, none of the making of the Term Loan or both) a default any Advances or the issuances of any Letters of Credit, the granting of the Lenders’ Post-Petition Super Priority with respect to the Obligations, the granting of the Lender Group’s Liens, in the other Loan Documents or in any order of the Bankruptcy Court, or the performance by any of the Borrowers of any of their obligations under this Agreement or any other Loan Document or under any Material Indebtedness and the Borrower other instrument or agreement referred to in this Agreement shall be deemed the subject of a presently effective stay pending appeal; (l) Other than the Chapter 11 Cases, there shall exist no claim, action, suit, litigation, proceeding or investigation pending in any court or before any arbitrator or Governmental Authority that relates to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by the Obligations, and (m) the Lenders shall have received a certification from the Administrative Borrower shall be deemed to be a representation and warranty that the conditions specified precedent set forth in this Section 3.3 3 have been satisfied on and as of the date of requested Funding Date for the applicable credit extensionBorrowing.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) at the time the Outstanding Credits would first exceed $450,000,000, the Borrower shall have furnished to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals required in order for the Borrower to request and maintain Outstanding Credits in an amount at least equal to the aggregate amount of the Commitments, and that such Governmental Approvals have been issued and are in full force and effect; and (ii) an opinion of counsel for the Borrower to the effect that no Governmental Approval is or will be required in connection with the performance by the Borrower, or the consummation by the Borrower of the transactions contemplated by, this Agreement, other than the Governmental Approvals described in clause (i) above, which have been duly issued and are final and in full force and effect; and (c) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or (other than those set forth in Section 6.01(g) and the other Loan Documents shall be true and correct last sentence of Section 6.01(f)) are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 (other than those set forth in the last sentence of Section 6.01(f) and in Section 6.01(g)) of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extension.application of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded;

Conditions Precedent to all Extensions of Credit. The After the Restatement Effective Date (except in the case of clause (d)(A) below, which shall apply on the Restatement Effective Date), the obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan hereunder (or to issue, extend or renew any Letter of Credit or extend any other credit hereunder) at any time after the Closing Date shall be is subject, subject to Section 2.18(b), to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Loan Parties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, credit as though made on and as of such date (except provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereofof such extension of credit; (c) after giving effect The Borrower shall have delivered to any extension the Agent a Request for Borrowing pursuant to the terms of credit, (i) Section 2.6 hereof or in the case of Tranche A Revolving Loansany Letter of Credit, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) a request therefor in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Capaccordance with Section 2.10; and (d) the proceeds of such extension of credit (including any Letter of Credit) shall not conflict withhave been, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed (after giving effect to represent and warrant that such requested extension of credit is credit), used (A) on the Restatement Effective Date, for the Refinancing and to pay Transaction Costs and for other general corporate purposes of the Parent and its Subsidiaries and (B) on and after the Restatement Effective Date, to finance the ongoing working capital needs and other general corporate purposes of the Parent and its Subsidiaries, including, without limitation, to finance acquisitions otherwise permitted under all Material Indebtednesshereunder. Each request for an extension Such use of credit submitted by a Borrower proceeds shall be deemed evidenced on the Request for Borrowing delivered to be a representation and warranty that Lender pursuant to the conditions specified in this terms of Section 3.3 have been satisfied on and as of the date of the applicable credit extension2.6 hereof.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is (A) the making of an Advance, such Advance, when aggregated with all other Advances outstanding to or requested by the Borrower, would not cause the Borrowing Sublimit to be exceeded, or (B) the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (1) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (2) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) Lenders to make any Revolving Loans extensions of credit hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries the Loan Parties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature restricting or prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case extending of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict withhave been issued and remain in force by any Governmental Authority against the Borrower or any of its Subsidiaries, result in a breach ofAgent, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material IndebtednessLender. Each request (or deemed request) by the Borrower for funding of a Loan or grant of an extension of credit submitted by a Borrower accommodation shall be deemed to be constitute a representation and warranty by the Borrower that the foregoing conditions specified in this Section 3.3 have been are satisfied on and as of the date of such request and on the applicable credit extensiondate of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, the Lenders shall have received such other information, documents, instruments and agreements as the Required Lenders deem appropriate in connection therewith.

Conditions Precedent to all Extensions of Credit. The Subject to Section 1.8 in the case of Limited Condition Transactions consummated after the Closing Date, the obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent (the making of such Revolving Loans or such other extension of credit hereunder by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent:): (a) each of the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) Agent shall have received written notice of the request for such Revolving Loan in accordance with the terms of Section 2.3(a); and (d) after giving effect to any extension the borrowing of credit, (i) in the case of Tranche A such Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Maximum Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionAmount.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent:precedent (except solely with respect to subsection (d) hereof, after the initial Revolving Loans on the Closing Date in an amount sufficient to pay fees, costs and expenses in an amount equal to the amount set forth on the Flow of Funds Agreement): (ai) Agent shall have received from Borrowers a Borrowing Base Certificate regarding the Borrowing Base then in effect; (j) the representations and warranties of Parent Parent, each Borrower and its their Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bk) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (dl) such extension of credit Agent shall not conflict with, result have received legal opinions with respect to Theken Spine and IsoTis Orthobiologics in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness form and the Borrower shall be deemed substance reasonably acceptable to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionAgent.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder Advance (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) Lender shall be satisfied that the proceeds of such Advance will be issued solely for the purposes permitted pursuant to Section 6.15; (c) Lender shall have received an officer’s certificate signed by an Authorized Person attesting to and attaching a resolution of the approval of all eligible directors, which shall not include any Institutional Director (as such term is defined in the Stockholders Agreement of the Borrower as in effect on the date hereof) who abstains or recuses herself or himself from the action (i) authorizing such Advance and (ii) acknowledging that based on Borrower’s current financial condition and in the Board of Directors’ good faith determination, such Advance is the only funding option of those currently available to Borrower to make any such payment as described in Section 6.15; (d) no “default” or “event of default” (as such terms or similar terms are defined in any of (i) the Senior Credit Agreement, (ii) the Xxxxxxxx Family Notes or (iii) the EPI Notes) shall have occurred and be continuing on the date of such extension of credit, or shall result from the making of such Advance; (e) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (cf) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed the Tranche A Line Cap have been issued and (ii) remain in the case force by any Governmental Authority against Borrower, Lender, or any of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Captheir Affiliates; and (dg) such extension of credit no Material Adverse Change shall not conflict withhave occurred since April 1, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension2009.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties they shall only be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of on such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after Borrowers shall have paid all Lender Group Expenses and fees pursuant to Section 2.10 then payable by Borrowers pursuant to this Agreement and the other Loan Documents, unless otherwise waived by Agent and the Lenders; (d) the aggregate amount of cash and Cash Equivalents of Parent and its Subsidiaries shall not exceed $20,000,000 on the date of such extension of credit (without giving effect to any extension of credit, (i) in the case proceeds of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap such Advance and (ii) the proceeds of any other Advance that are used in the case manner and within the time period set forth in the Notice of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapBorrowing with respect thereto); and (de) Agent shall have received such other agreements, instruments, approvals, opinions and other documents, each in form and substance satisfactory to Agent, as Agent may reasonably request. The submission by Administrative Borrower to Agent of a Notice of Borrowing with respect to each Advance (or other extension of credit shall not conflict withcredit) hereunder, result in a breach of, and Borrowers’ acceptance of the proceeds of such Advance (or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such other extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower credit), shall each be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied by each Borrower on and as of the date of such Advance (or other extension of credit) that each of the applicable credit extensionforegoing conditions precedent has been satisfied or waived on the date of such Advance (or other extension of credit).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (all Advances or to extend issue Letters of Credit or F/X Undertakings (and to make any other extensions of credit provided for hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries each Obligor contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);, (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately any Default or Event of Default result from the making thereof;, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates, and (d) after giving effect to any extension of creditproposed Borrowing, the amount the Availability is greater than zero (0). The foregoing conditions precedent are not conditions to each Lender (i) with a Letter of Credit Sub-Commitment participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under the case Letters of Tranche A Revolving LoansCredit as provided herein, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) with an F/X Undertaking Sub-Commitment participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach ofF/X Undertakings as provided herein, or constitute (iii) with due notice a Revolving Credit Commitment participating in or lapse reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of time any Swing Loan or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Agent Advance as of the date of the applicable credit extensionprovided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either immediately result from the making thereof;; and (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A U.S. Revolver Usage shall not exceed the Tranche A U.S. Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Australian Revolver Usage shall not exceed the Tranche B Australian Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.

Conditions Precedent to all Extensions of Credit. The obligation of ------------------------------------------------ the Lender Group (or any member thereof) to make any Revolving Loans hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries each Obligor contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);, (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately any Default or Event of Default result from the making thereof;, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates, (d) after giving effect to any extension proposed Borrowing, the amount the Availability is greater than zero (0), and (e) as a further condition precedent to the initial Advances or Letters of creditCredit (other than an initial $200,000 Letter of Credit), Agent shall have (i) completed a roll-forward audit of the Borrower's Accounts and the results of such roll-forward audit shall be satisfactory to Agent in the case of Tranche A Revolving Loansits sole discretion, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) received a duly executed and delivered Lockbox Agreement by American National Bank and Trust Company of Chicago, and (iii) completed its due diligence in respect of the case Governing Documents of Tranche B Revolving Loansthe Obligors, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension results of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower which shall be deemed satisfactory to represent and warrant that Agent in its sole discretion. The foregoing conditions precedent are not conditions to each Lender (i) with a Letter of Credit Sub-Commitment participating in or reimbursing Agent for such extension Lenders' Pro Rata Share of credit is permitted any drawings under all Material Indebtedness. Each request the Letters of Credit as provided herein, (ii) with a Revolving Credit Commitment participating in or reimbursing Swing Lender or the Agent for an extension such Lenders' Pro Rata Share of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and any Swing Loan or Agent Advance as of the date of the applicable credit extensionprovided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of creditLoan, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations on and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of creditapplicable Funding Date, nor shall immediately either result from the making thereofof such Loan; (c) after giving effect to any extension no Material Adverse Change shall have occurred as of credit, the applicable Funding Date or shall result from the making of such Loan; (id) in the case amount of Tranche A Revolving Loans, the Tranche A Revolver Usage such Loan shall not exceed Availability as of the Tranche A Line Cap applicable Funding Date; (e) with respect to any Loans the proceeds of which are to be applied to pay the costs and expenses of drilling and/or completing any well located in Alaska, the Administrative Agent and the Required Lenders shall have (x) approved in their sole discretion the drilling and completion of such well(s), (y) completed their due diligence with respect to the expected economic performance of such well(s) and (iiz) reviewed any authorization for expenditures for such well(s) and any other supporting information requested by Administrative Agent (or the Required Lenders through the Administrative Agent) in connection therewith (provided that any Lender shall be deemed to have approved, completed and reviewed the case items referred to in clauses (x), (y) and (z) above with respect to any Loans if such Lender fails to respond to the Administrative Agent indicating otherwise within five (5) Business Days after receipt of Tranche B Revolving Loans, notice from the Tranche B Revolver Usage shall not exceed Administrative Agent of the Tranche B Line Caprequested Borrowing); and (df) with respect to any Loans the proceeds of which are to be applied to pay the costs and expenses of drilling and/or completing any well not located in Alaska, the Administrative Agent shall have (x) approved in its sole discretion the drilling and completion of such extension well(s), (y) completed its due diligence with respect to the expected economic performance of credit shall not conflict with, result such well(s) and (z) reviewed any authorization for expenditures for such well(s) and any other supporting information requested by Administrative Agent in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower connection therewith. Each Borrowing shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be constitute a representation and warranty that by Borrower on the conditions date thereof as to the matters specified in clauses (a) through (d) of this Section 3.3 have been satisfied on and as of the date of the applicable credit extension3.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE REQUIRED LENDERS HAVE THE Xxxxxx Energy Loan Agreement RIGHT ON A DAY TO DAY BASIS IN THEIR SOLE AND ABSOLUTE DISCRETION TO DISAPPROVE A BORROWING REQUEST DELIVERED BY THE BORROWER REQUESTING A LOAN HEREUNDER (PROVIDED THAT ANY LENDER SHALL BE DEEMED TO HAVE DISAPPROVED A BORROWING REQUEST IF SUCH LENDER FAILS TO RESPOND TO THE ADMINISTRATIVE AGENT INDICATING OTHERWISE WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF NOTICE FROM THE ADMINISTRATIVE AGENT OF ITS RECOMMENDATION TO DISAPPROVE SUCH BORROWING REQUEST).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) each Bank to make any Revolving Loans hereunder (each Loan, and of each Issuing Bank to issue, amend, renew or to extend any other credit hereunder) at any time after the Closing Date Letter of Credit, shall be subject to the fulfillment at or prior to the time of the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit of each of the following conditions precedentfurther conditions: (a) The representations and warranties on the part of the Company contained in this Agreement (other than, after the Effective Date, the representations and warranties of Parent and its Subsidiaries contained in this Agreement or set forth in the other Loan Documents second sentence of Section 5.01(e), in Section 5.01(f) and in Section 5.01(l)) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on at and as of the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);. (b) no Default Both before and after giving effect to such Loan or such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Company shall be in compliance with the requirements of any applicable covenants pertaining to its incurrence of unsecured indebtedness. (c) No Event of Default and no Unmatured Event of Default (other than any Unmatured Event of Default which occurs as a result of a Bank Funding Default) shall have occurred and be continuing on the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, nor shall immediately as applicable, or would result from the making thereof; (c) after giving effect to any of such Loan or the issuance, amendment, renewal or extension of creditsuch Letter of Credit. Each Borrowing and each issuance, (i) in the case of Tranche A Revolving Loansamendment, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such renewal or extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse Letter of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower Credit shall be deemed to be a representation and warranty by the Company on the date of such Borrowing or such issuance, amendment, renewal or extension that each of the conditions specified contained in this Section 3.3 have 7.02 has been satisfied on and as of the date of the applicable credit extensionsatisfied.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) each Bank to make any Revolving Loans hereunder (each Loan, and of each Issuing Bank to issue, amend, renew or to extend any other credit hereunder) at any time after the Closing Date Letter of Credit, shall be subject to the fulfillment at or prior to the time of the making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit of each of the following conditions precedentfurther conditions: (a) The representations and warranties on the part of the Company contained in this Agreement (other than, after the Effective Date, the representations and warranties of Parent and its Subsidiaries contained in this Agreement or set forth in the other Loan Documents second sentence of Section 5.01(e) hereof, in Section 5.01(f) hereof and in Section 5.01(l) hereof) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on at and as of the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, as applicable, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);. (b) no Default Both before and after giving effect to such Loan or such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Company shall be in compliance with the requirements of any applicable covenants pertaining to its incurrence of unsecured indebtedness. (c) No Event of Default and no Unmatured Event of Default (other than any Unmatured Event of Default which occurs as a result of a Bank Funding Default) shall have occurred and be continuing on the Borrowing Date for such Loan (other than any Refinancing Loan) or the date of such issuance, amendment, renewal or extension of creditsuch Letter of Credit, nor shall immediately as applicable, or would result from the making thereof; (c) after giving effect to any of such Loan or the issuance, amendment, renewal or extension of creditsuch Letter of Credit. Each Borrowing and each issuance, (i) in the case of Tranche A Revolving Loansamendment, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such renewal or extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse Letter of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower Credit shall be deemed to be a representation and warranty by the Company on the date of such Borrowing or such issuance, amendment, renewal or extension that each of the conditions specified contained in this Section 3.3 have 7.02 has been satisfied on and as of the date of the applicable credit extensionsatisfied.

Conditions Precedent to all Extensions of Credit. The obligation of the each Fronting Bank and each Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or (other than those set forth in Section 6.01(g) and the other Loan Documents shall be true and correct last sentence of Section 6.01(f)) are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (A) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (B) the outstanding Reimbursement Obligations, would not exceed the L/C Commitment Amount; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as any Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans or any Delayed Draw Term Loan hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent Borrower and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) solely in the case of a Delayed Draw Term Loan, (i) Borrower shall be in compliance with the Leverage Ratio covenant in Section 7(c) to be measured: (A) if applicable, in the case of the fiscal month in which the Closing Date occurs, as of the end of the most recent fiscal month before the Closing Date for which financial statements have been delivered, and (B) thereafter, as of the end of the fiscal month for which financial statements have been most recently delivered pursuant to Section 5.1, in each case, both immediately before and immediately after giving effect to any extension the making of creditsuch Delayed Draw Term Loan, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that Loan Parties have satisfied the conditions specified subsequent in this Section 3.3 have been satisfied on items (b) through (i) of Schedule 3.6 (relating to the Real Property Collateral located in Brentwood, New York) and as item (j) of Schedule 3.6 (relating to the date of the applicable credit extensiondelivery for carrier, freight forwarder and customs broker agreements).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent Borrower and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; [and] (c) after giving effect the receipt by Agent from Borrower of (A) (i) a request for Borrowing pursuant to any extension the requirements of creditSection 2.3(a), (iii) a request for issuance of a Letter of Credit 38 pursuant to the requirements of Section 2.11(a) or (iii) an Incremental Facility Request pursuant to the requirements of Section 2.12(a), as applicable, and (B) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap clauses (i) and (iiiii) in (solely with respect to Revolving Loans or Revolver Commitments), a Borrowing Base Certificate no later than 12:00 noon on the case date of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Capsuch request; and (d) the Fixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and determined as of the date last day of the applicable credit extensionfiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1 shall not be less than 1.00 to 1.00.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder Advances or fund any portion of the Term Loan C (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension nature prohibiting, directly or indirectly, the extending of creditsuch credit shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent or any Lender, or any of their Affiliates; (id) no Material Adverse Change shall have occurred; and (e) in the case of Tranche A Revolving Loansthe Term Loan C, (i) Borrowers shall (A) have Excess Availability of not less than $5,000,000 and (B) be in compliance with the Tranche A Revolver Usage shall not exceed financial covenants set forth in Section 7.20 on a pro forma basis, in each case, after giving effect to the Tranche A Line Cap funding of the Term Loan C and all other extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrowers under this Agreement and the other Loan Documents, (ii) in Borrowers shall have paid any fees then payable pursuant to the case Fee Letter and any Lender Group Expenses then due and payable, (iii) no Term Loan C Deficit or U.S. Advance Deficit exists, after giving pro forma effect to the funding of Tranche B Revolving Loansthe Term Loan C, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and and (div) such extension of credit shall not conflict with, result in Lenders with a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower Term Loan C Commitment shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty satisfied that the conditions specified in this Section 3.3 have been satisfied on and as Borrowers will use the proceeds of the date Term Loan C for the repurchase of the applicable credit extensionParent's Subordinated Notes.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans or Floorplan Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect to any such Borrowing (or other extension of creditcredit hereunder) may be incurred under the terms of the Existing Notes Indenture. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, Borrower shall be permitted to borrower Revolving Loans and Floorplan Loans on the last day of each fiscal quarter in an amount in excess of its anticipated cash needs in the ordinary course of business (each such Borrowing, a "Quarter End Borrowing"), in each case so long as (i) all conditions precedent set forth in the case of Tranche A Revolving Loansthis Section 3.2 have been satisfied with respect to such Quarter End Borrowing, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) the proceeds of such Quarter End Borrowing are placed into a Deposit Account maintained with Xxxxx Fargo, which Deposit Account is the subject of a Control Agreement that provides Agent with springing control over such Deposit Account upon a Triggering Event (as such term is defined in the case Guaranty and Security Agreement), and (iii) the amount of Tranche B Revolving Loanseach such Quarter End Borrowing is repaid in full within two (2) Business Days after being advanced. It is agreed and understood that (i) if Agent has exercised control, Borrower shall have no access to the Tranche B Revolver Usage shall not exceed Deposit Account maintaining proceeds of each Quarter End Borrowing while such funds are maintained in the Tranche B Line Cap; and Deposit Account described in the foregoing sentence, (dii) such extension funds shall only be utilized by Borrower (and, if Agent has exercised control over such Deposit Account, released by Agent) for the sole purpose of credit shall not conflict with, result in a breach of, or constitute repaying such Quarter End Borrowing and (with due notice or lapse of time or bothiii) a default under any Material Indebtedness and the Borrower it shall be deemed an immediate Event of Default under this Agreement if Borrower fails to represent and warrant that repay such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionQuarter End Borrowing within two (2) Business Days after being advanced.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (ai) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bj) no law, regulation, order, judgment or decree of any Governmental Authority with jurisdiction over the parties hereto or over the matters contemplated by the Loan Documents shall exist, and no action, suit, litigation or proceeding shall be pending or threatened in writing before any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise materially and adversely affect (A) the making of the Loans or the providing of the Letters of Credit, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Loan Documents or (ii) has or has a reasonable likelihood of having a Material Adverse Effect, and (k) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date extensions under this Agreement shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Financing Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) (i) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof, (ii) no Material Adverse Effect shall have occurred, and (iii) there has been no material deterioration in the consolidated financial condition of the Loan Parties since the date of the most recent financial statements submitted to Lender; (c) after giving effect as a condition to any extension of creditthe Tranche B Term Loan, (i) Borrower shall have delivered the Tranche B Term Loan Request, (ii) Borrower shall have satisfied each of the Tranche B Conditions, and (iii) Lender shall have received the Tranche B Commitment Fee and the Tranche B Closing Fee; (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Tribunal against any Loan Party, Lender, or any of their Affiliates; and (e) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, initial draw under the Tranche B Revolver Usage Term Loans only, the Lender shall not exceed have received additional Warrants on the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result terms described in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionTerm Sheet.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan or other extension of credit hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at or prior to the time of the making of such Loan or extension of credit, or waiver of each of the following conditions precedentconditions: (a) the representations and warranties of Parent and its Subsidiaries Borrowers contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) on and as of the date of such Loan or extension of credit, credit as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such Loan or extension of credit, nor shall immediately either result from the making thereofof such Loan or extension of credit; (c) after giving effect Administrative Borrower shall have delivered to any extension Lender a Request for Borrowing pursuant to the terms of credit, Section 2.7 hereof; (id) in the case of Tranche A Revolving Loansany Term Loan, Borrowers shall have paid, or contemporaneously with the drawing of such Term Loan shall pay, the Tranche A Revolver Usage shall not exceed Upfront Fee owing with respect to such Term Loan; (e) no event or development has occurred since the Tranche A Line Cap and delivery of the most recent financial statements pursuant to Section 5.2(a) which could reasonably be expected to result in a Material Adverse Effect; and (iif) in the case of Tranche B Revolving the extension of the initial Loans, Lender shall have received a certificate executed by the Tranche B Revolver Usage shall not exceed chief financial officer (or equivalent Responsible Officer) of each Loan Party as to the Tranche B Line Cap; and (d) such solvency of the Parent and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated on the Closing Date and the extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioninitial Loans.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect to for so long as any Bonds are outstanding, if the requested Revolving Loan (or extension of creditother credit hereunder) would cause the sum of the Revolver Usage and “Indebtedness” (as defined in the Bond Indenture) under other “Credit Facilities” (as defined in the Bond Indenture) to exceed $150,000,000, Borrower shall have executed and delivered to Agent a certificate in the form of Exhibit C-2 certifying that either (i) the “Consolidated Secured Leverage Ratio” (as defined in the case of Tranche A Revolving Loans, Bond Indenture) shall be no greater than 2.0 to 1.0 for the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute most recently ended 4-quarter period for which financial statements are available (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that Consolidated Secured Leverage Ratio calculated as if such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.requested Revolving Loan (or

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Advances or Delayed Draw Term Loans hereunder at any time (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates; (d) no Material Adverse Change shall have occurred; (e) if any portion of the proceeds of such Advance or Delayed Draw Term Loan (or any other extension of credit hereunder) will be used to acquire any Real Property Collateral, all actions and conditions specified in Section 6.17 shall have been taken or satisfied, as applicable, with respect to such Real Property; (f) solely with respect to Delayed Draw Term Loans, after giving pro forma effect to any extension of credit, (i) in the case of Tranche A Revolving Loanssuch Delayed Draw Term Loan, the Tranche A Revolver Usage Leverage Ratio of Borrower and its Subsidiaries shall not exceed the Tranche A Line Cap Leverage Ratio required by Section 7.18(a)(ii) minus 0.25, and (ii) in Borrower shall have delivered to the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapAgent a Compliance Certificate demonstrating compliance with such condition; and (dg) if after giving pro forma effect to any such Advance or Delayed Draw Term Loan (or any other extension of credit hereunder), the Leverage Ratio of the Borrower and its Subsidiaries, as of the most recently ended fiscal quarter, exceeds 2.50:1.00 (and unless the Borrower has delivered to the Agent a Compliance Certificate demonstrating otherwise, the Agent shall presume it so exceeds), the Availability with respect to Delayed Draw Term Loans, after giving pro forma effect to any such Advance or Delayed Draw Term Loans (or any other extension of credit hereunder), shall not conflict withbe less than $18,000,000 (the “Required Availability”); provided that, result if the Borrower provides evidence reasonably satisfactory to the Required Lenders that the remaining costs and expenses for completing the construction and development of the production facility, which the Borrower intends to build on Property C, are less than the Required Availability, then the Required Availability may be reduced to an amount mutually agreed upon by the Borrower and the Required Lenders, but in a breach ofno event shall the Required Availability be less than such remaining construction costs and expenses; provided, or constitute (with due notice or lapse further, that if the construction and development of time or both) a default under any Material Indebtedness the production facility the Borrower intends to build on Property C is complete, such facility is operational, and the Borrower shall be deemed has delivered to represent the Agent - 70 - and warrant that such extension Lenders a certificate of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed occupancy with respect to be a representation Property C, in form and warranty that substance reasonably satisfactory to the conditions specified Agent, evidencing the same, the incurrence test set forth in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension3.3(g) shall not apply.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) (i) as of the Closing Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); and (ii) at and as of the date of each extension of credit made after the Closing Date, each of the representations and warranties of Parent and each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) (i) as of the Closing Date, no Default or Event of Default (other than an Event of Default described in clause (c) of Section 8 (or a related Default) not in respect of the Specified Representations or the “Specified Representations” under and as defined in the Receivables Facility Credit Agreement) shall have occurred and be continuing, nor shall either result from the making of any extension of credit to be made on the Closing Date; and (ii) at and as of the date of each extension of credit made after the Closing Date, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect Administrative Agent shall have received (including, without limitation or duplication, pursuant to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or bothSection 5.1(f)) a default under any Material Indebtedness and Borrowing Base Certificate which calculates the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Borrowing Base as of the date end of the applicable credit extensionFiscal Month most recently ended before the requested Funding Date (or, if an Enhanced Reporting Trigger Period is then in effect, as of the end of the week most recently ended before the requested Funding Date).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Loan hereunder (or to issue, extend or renew any Letter of Credit or extend any other credit hereunder) at any time after the Closing Date shall be is subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions precedent: (a) conditions: the representations and warranties of Parent and its Subsidiaries Loan Parties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, credit as though made on and as of such date (except provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates); (b) ; no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; of such extension of credit; no event or development has occurred which could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties, taken as a whole; Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof or in the case of any Letter of Credit, a request therefor in accordance with Section 2.10; and the proceeds of such extension of credit (cincluding any Letter of Credit) shall have been, and shall be (after giving effect to any such requested extension of credit), used to (i) in refinance existing Debt owed pursuant to the case of Tranche A Revolving LoansExisting Credit Agreement, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) fund certain fees, costs and expenses incurred in connection with this Agreement and the case other Loan Documents, (iii) finance Permitted Investments, (iv) finance the ongoing working capital needs and general corporate purposes of Tranche B Revolving Loansthe Borrower including, without limitation, to finance acquisitions otherwise permitted hereunder or (v) effect any other Distribution permitted hereunder, provided that the Tranche B Revolver Usage proceeds shall not exceed be available to repay any Debt that is junior or structurally subordinated to the Tranche B Line Cap; and (d) such extension Obligations. Such use of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower proceeds shall be deemed evidenced on the Request for Borrowing delivered to represent and warrant that such extension Lender pursuant to the terms of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension2.6 hereof.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder, including Bank Products) at any time after the Closing Date shall be subject to the following conditions precedent: (ai) the representations and warranties of Parent and or its Domestic Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bj) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (dk) such extension if Borrowers are not delivering to Agent a Borrowing Base Certificate on a regular basis (it being understood and agreed that a Borrowing Base Certificate is being delivered on a regular basis if Agent has received a Borrowing Base Certificate for the immediately preceding three (3) consecutive calendar months as of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the date that Agent receives any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower hereunder), then any extension of credit shall be deemed subject to be the following additional conditions precedent: (i) Agent shall have received not less than thirty (30) days’ prior written notice of such requested extension of credit, (ii) Agent shall have received a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Borrowing Base Certificate as of the date end of the applicable credit extension.most recently ended calendar month and (iii) Agent shall have completed a field examination, the results of which shall be satisfactory to Agent..

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder all Advances (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; (d) except as otherwise set forth in Section 5.11(b), no Material Adverse Change shall have occurred; (e) Agent shall have a first priority perfected security in the Collateral except for (a) the Carve-Out Expenses up to the Carve-Out Amount, (b) Senior Claims, and (c) recoveries under Avoidance Actions, which claims to the Avoidance Actions shall attach pari passu with other administrative claimants; (f) on or prior to the date of such Advance, the Interim Order or the Final Order, as the case may be, shall have been signed and entered by the Bankruptcy Court, and such order shall be in full force and effect to any extension and shall not have been reversed, stayed, modified or amended absent the express written joinder or consent of creditAgent, on behalf of the Required Lenders, and, unless Agent, on behalf of the Required Lenders, shall have expressly joined therein or expressly consented thereto in writing, there shall be no motion pending (i) in to reverse, modify or amend the Interim Order or Final Order, as the case of Tranche A Revolving Loansmay be, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and or (ii) to permit any administrative expense against Borrowers to have administrative priority equal to or superior to the priority of Agent and Lenders in respect of the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapObligations; and (dg) Agent shall have secured the Consent, and such extension Consent shall be in full force and effect; provided, however, receipt of credit the Consent shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that condition precedent to the conditions specified in this Section 3.3 have been satisfied on and as making of the date of initial Advances used solely to pay Lender Group Expenses and amounts due under the applicable credit extensionFee Letter.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower, its Subsidiaries Subsidiaries, or Servicer contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) with respect to each Portfolio Loan or Purchased Participation that is not an Eligible Loan but that Borrower desires to consider as an Eligible Loan on the applicable Funding Date or date of issuance for the requested Letter of Credit, prior to funding the applicable Advance or issuing the applicable Letter of Credit, Borrower shall have delivered to Agent the Preliminary Credit Review Memorandum with respect thereto; provided, that: (i) during the Ramp-Up Period, in the case of any Portfolio Loan or Purchased Participation that is expected to meet all eligibility criteria to be an Eligible Loan, Agent will use reasonable efforts to notify Borrower within 3 Business Days after such documents and information are provided to Agent whether Agent will continue to consider such Portfolio Loan or Purchased Participation for inclusion as an Eligible Loan; provided further, that if Agent fails to provide a response within such 3 Business Day period, so long as, as of the applicable Portfolio Loan Origination Date, such Portfolio Loan or Purchased Participation meets all other eligibility criteria to be an Eligible Loan, such Portfolio Loan or Purchased Participation shall be deemed to be an Eligible Loan, and (ii) at any time, in the case of any Portfolio Loan or Purchased Participation that is not expected to meet all eligibility criteria to be an Eligible Loan and Borrower is requesting an exception to any such criteria, Agent will use reasonable efforts to notify Borrower within 5 Business Days after such documents and information are provided to Agent whether Agent will make such exception and continue to consider such Portfolio Loan or Purchased Participation for inclusion as an Eligible Loan; provided further, that if Agent fails to provide a response within such 5 Business Day period, so long as, as of the applicable Portfolio Loan Origination Date, such Portfolio Loan or Purchased Participation meets all other eligibility criteria to be an Eligible Loan (other than those criteria for which an exception has been requested), such Portfolio Loan or Purchased Participation shall be deemed to be an Eligible Loan; (c) with respect to each Eligible Loan added to the Borrowing Base since the most recent Borrowing Base Certificate (or to be added in connection with such Advance or Letter of Credit) delivered to Agent pursuant to this Agreement, Borrower shall have delivered to Agent and Trustee (and Agent and Lenders acknowledge that Agent will be reviewing such information solely to determine whether such proposed Portfolio Loan or Purchased Participation satisfies the requirements of an Eligible Loan): (i) at least 3 Business Days (or such lesser amount of time as Agent, in its sole discretion, may agree) prior to the applicable Funding Date or date of issuance for the requested Letter of Credit (A) the applicable Loan Checklist, (B) the applicable written approval of Servicer’s or Borrower’s investment or credit committee (however captioned, styled, or identified) issued in accordance with the Required Procedures for such Eligible Loan, (C) final or substantially final unexecuted drafts of all related Portfolio Loan Documents in Microsoft Word format (.doc or .docx), and (D) a certificate from a Responsible Officer of Borrower or Servicer (1) describing all changes from the proposed transaction described in the Preliminary Credit Review Memorandum and the applicable written approval of Servicer’s or Borrower’s investment or credit committee for such proposed Portfolio Loan or Purchased Participation, including, without limitation, any changes in the financial or business condition of the proposed Portfolio Company, the terms of the credit facilities, and the collateral therefor, and (2) certifying that there shall be no Default further change in the terms of the proposed Portfolio Loan after the date of such certification, provided, that if the foregoing indicates that no material change has occurred with respect to the proposed transaction described in the applicable Preliminary Credit Review Memorandum then such Portfolio Loan or Purchased Participation will, so long as all conditions for eligibility are in fact met or otherwise waived as of the applicable Funding Date, become an Eligible Loan upon such Funding Date, but if the foregoing indicates that a material change has occurred with respect to the proposed transaction described in the applicable Preliminary Credit Review Memorandum and Agent determines that such proposed Portfolio Loan or Purchased Participation will not be an Eligible Loan, such proposed Portfolio Loan or Purchased Participation shall not be included as an Eligible Loan, (ii) at least 1 Business Day (or such lesser amount of time as Agent, in its sole discretion, may agree) prior to the applicable Funding Date or date of issuance for the requested Letter of Credit, the pre-close memorandum (however captioned, styled, or identified) issued in connection with the closing and funding of such Eligible Loan in accordance with the Required Procedures, and (iii) prior to funding the applicable Advance (or in the case of Pre-Funded Advances, immediately upon closing of the applicable Portfolio Loan or Purchased Participation) or issuing the applicable Letter of Credit, (1) legible copies of all executed Portfolio Loan Documents for such Eligible Loan together with versions marking the changes from the unexecuted versions previously delivered, (2) legible copies of an endorsement on, or executed allonge affixed to, each executed Portfolio Loan Note, if any, or, in each case, the acknowledgment of a custodian in writing that such Portfolio Loan Note, if any, and endorsement is held for the benefit Trustee on behalf of Agent and the Lender Group as Collateral for the Obligations (together with copies of any endorsement or allonge effecting the transfer of such Portfolio Loan Note from Servicer to Borrower or one of its Subsidiaries, as applicable), (3) a copy of the applicable Loan Schedule (as such term is defined in the Sale Agreement) with respect to such Portfolio Loan or Purchased Participation, and (4) such other documents as Agent shall have requested in its Permitted Discretion and such evidence as Agent may reasonably request to confirm compliance with this Agreement and the other Loan Documents; (d) Agent shall have received Borrowing Base Certificate which includes a detailed calculation of the Borrowing Base as of the Funding Date for the requested Advance (or in the case of Pre-Funded Advances, a calculation of the Borrowing Base on a pro-forma basis after giving to the inclusion of the applicable Portfolio Loan or Purchased Participation in the Borrowing Base) or date of issuance for the requested Letter of Credit (including detail regarding all Portfolio Loans and Purchased Participations of Borrower and its Subsidiaries, with respect to aging, Collections, delinquency, concentration, eligibility, Dollar Equivalents, details with respect to Foreclosed Property, and other relevant information, including Portfolio Loans and Purchased Participations that are not Eligible Loans), with a reconciliation to the most recently provided Borrowing Base; (e) with respect to the issuance of any Letter of Credit for the account of a Portfolio Company, Borrower shall have implemented reserves against the borrowing base under the applicable Portfolio Loan Documents in accordance with the Required Procedures; (f) in the case of any Pre-Funded Advance, Agent and Trustee shall have received a copy of a fully executed payoff or paydown letter, if any, evidencing the release, upon payment at closing, of any liens on or security interests in the applicable Portfolio Loan Collateral (other than liens in favor of Borrower and liens permitted under the applicable Portfolio Loan Documents); (g) in the case of any Advance with respect to any Split-Funded Loan (i) Agent has received the notice required by Section 9.12(h)(i) and has not received the notice required by Section 9.12(h)(ii), (ii) the Initial Servicer has not been terminated as servicer under the DZ Loan Documents and no Defaulting Lender Group (as such term is defined in the Intercreditor Agreement) or Special Servicer Period (as such term is defined in the Intercreditor Agreement) exists, (iii) the Intercreditor Agreement remains in full force and effect, and (iv) Agent shall have received evidence, in form and substance satisfactory to Agent, of the establishment of the Split-Funded Collection Account and the perfection of the Trustee’s Liens therein; and (h) no Default, Event of Default Default, or Servicer Termination Event shall have occurred and be continuing on the date of such extension of credit, nor shall immediately any such event result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; . Notwithstanding anything to the contrary contained in this Agreement and without limiting any other conditions contained in this Agreement (ca) after giving effect the obligation of the Lender Group (or any member thereof) to make any extension Euro Denominated Loan or issue or cause to be issued any Euro Denominated Letter of creditCredit at any time shall be subject to the condition that Borrowers shall designate and maintain a Designated Account denominated in Euros with Xxxxx Fargo Bank, National Association (iLondon Branch) in London, England, which Designated Account shall be in the case name of Tranche A Revolving Loansa Borrower or a Subsidiary of Parent which is not a Loan Party, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (iib) the obligation of the Lender Group (or any member thereof) to make any Sterling Denominated Loan or issue or cause to be issued any Sterling Denominated Letter of Credit at any time shall be subject to the condition that Borrowers shall designate and maintain a Designated Account denominated in Sterling with Xxxxx Fargo Bank, National Association (London Branch) in the case of Tranche B Revolving LoansLondon, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict withEngland, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower which Designated Account shall be deemed to represent and warrant that such extension in the name of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be or a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as Subsidiary of the date of the applicable credit extensionParent which is not a Loan Party.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder at any time (or to extend any other credit hereunder) at any time after ), including the Loan on the Closing Date Date, shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct on the Closing Date and, in the case of any Loan made after the Closing Date, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable with respect to any representations Loan made after the Closing Date, to the extent such representation or warranty is qualified by materiality, material adverse effect or by Material Adverse Change, then such representation or warranty shall be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such extension of creditBorrowing, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such Loan shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their respective Affiliates; (d) no Material Adverse Change shall have occurred, (e) on or before the day preceding the date of such Loan, Borrower shall have delivered to the Collateral Custodian each of the Required Asset Documents with respect to each Note Receivable to be acquired or funded with any portion of such Loan; provided that if Borrower is funding the acquisition of such Note Receivable with the proceeds of Loans being requested with respect to such Note Receivable, then this condition shall be satisfied if the Collateral Custodian and Agent are in possession of PDF copies of each of the Required Asset Documents and the originals are delivered to the Collateral Custodian no later than five (5) Business Days thereafter; (f) both before and after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loanssuch Borrowing, the Tranche A Revolver Usage Overcollateralization Ratio shall not exceed the Tranche A Line Cap be equal to or greater than 150%; (g) Agent shall have received an Overcollateralization Ratio Certificate and (ii) a Borrowing Notice as set forth in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapSection 2.2(a); and (dh) such extension of credit no Application Event shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness have occurred and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensioncontinuing.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);, (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to no injunction, writ, restraining order, or other order of any extension of creditnature prohibiting, (i) in the case of Tranche A Revolving Loansdirectly or indirectly, the Tranche A Revolver Usage extending of such credit shall not exceed the Tranche A Line Cap have been issued and (ii) remain in the case force by any Governmental Authority against Borrower, Agent, any Lender, or any of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; andtheir Affiliates; (d) the amount the Availability is greater than zero (0). (e) in the sole and absolute judgment of the Lenders, no Material Adverse Change in the condition (financial or otherwise) of any Person composing Borrower or the Collateral shall have occurred (other than the voluntary commencement of the Chapter 11 Case by the Borrower); (f) with respect to Advances authorized on an interim basis by the Bankruptcy Court, the Interim Bankruptcy Court Order shall have been entered on the docket of the Bankruptcy Court within four Business Days of the Filing Date (or as soon thereafter as the Bankruptcy Court will consider such extension of credit matters, but in any event, not later than six Business Days after the Filing Date) and shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.reversed, vacated, modified,

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; . Notwithstanding anything to the contrary contained in this Agreement and without limiting any other conditions contained in this Agreement (ca) after giving effect the obligation of the Lender Group (or any member thereof) to make any extension Euro Denominated Loan or issue or cause to be issued any Euro Denominated Letter of creditCredit at any time shall be subject to the condition that Borrower shall designate and maintain a Designated Account denominated in Euros with Xxxxx Fargo Bank, National Association (iLondon Branch) in London, England, which Designated Account shall be in the case name of Tranche A Revolving LoansBorrower, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (iib) the obligation of the Lender Group (or any member thereof) to make any Sterling Denominated Loan or issue or cause to be issued any Sterling Denominated Letter of Credit at any time shall be subject to the condition that Borrower shall designate and maintain a Designated Account denominated in Sterling with Xxxxx Fargo Bank, National Association (London Branch) in the case of Tranche B Revolving LoansLondon, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict withEngland, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower which Designated Account shall be deemed to represent and warrant that such extension in the name of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionBorrower.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (Fronting Bank or any member thereof) Lender to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after Extension of Credit, including the Closing Date initial Extension of Credit, shall be subject to the following conditions precedentprecedent that, on the date of such Extension of Credit and after giving effect thereto: (a) the following statements shall be true (and each of the giving of he applicable Notice of Contract Borrowing or Letter of Credit Request with respect to such Extension of Credit and the acceptance of the proceeds of such Extension of Credit by the Borrower or the acceptance of a Letter of Credit by the Beneficiary thereof, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true): (i) the representations and warranties of Parent and its Subsidiaries the Borrower contained in Section 6.01 of this Agreement or in the other Loan Documents shall be true and correct are correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such extension Extension of creditCredit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bii) no Default or Event of Default shall have or Unmatured Default has occurred and be is continuing on the date of such extension of credit, nor shall immediately result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of such Extension of Credit or would result from such Extension of Credit or from the applicable credit extensionapplication of the proceeds thereof; (iii) the making of such Extension of Credit, when aggregated with all other Outstanding Credits, would not cause the aggregate amount of Outstanding Credits to exceed the Total Commitment; and (iv) if such Extension of Credit is (A) the making of an Advance, such Advance, when aggregated with all other Advances outstanding to or requested by the Borrower, would not cause the Borrowing Sublimit to be exceeded, or (B) the issuance of a Letter of Credit, the Stated Amount thereof, when aggregated with (1) the Stated Amount of each other Letter of Credit that is outstanding or with respect to which a Letter of Credit Request has been received and (2) the outstanding Reimbursement Obligations, would not cause the L/C Commitment Amount to be exceeded; and (b) the Borrower shall have furnished to the Administrative Agent such other approvals, opinions or documents as the Fronting Bank or any Lender may reasonably request through the Administrative Agent as to the legality, validity, binding effect or enforceability of any Loan Document.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) as of the Closing Date, each of the HD Supply Acquisition Agreement Representations and the Specified Representations shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); and at and as of the date of each extension of credit made after the Closing Date, each of the representations and warranties of Parent and each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) as of the Closing Date, no Default or Event of Default (other than an Event of Default described in clause (c) of Section 8 (or a related Default) not in respect of the Specified Representations or the “Specified Representations” under and as defined in the Receivables Facility Credit Agreement) shall have occurred and be continuing, nor shall either result from the making of any extension of credit to be made on the Closing Date; and at and as of the date of each extension of credit made after the Closing Date, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;; and (c) after giving effect Administrative Agent shall have received (including, without limitation or duplication, pursuant to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or bothSection 5.1(f)) a default under any Material Indebtedness and Borrowing Base Certificate which calculates the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Borrowing Base as of the date end of the applicable credit extensionFiscal Month most recently ended before the requested Funding Date (or, if an Enhanced Reporting Trigger Period is then in effect, as of the end of the week most recently ended before the requested Funding Date).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) (i) as of the Closing Date, with respect to the Target and its Subsidiaries, the Specified Acquisition Agreement Representations and Specified Representations shall be true and correct; provided that (x) to the extent such representations and warranties are made on and as of specified date the same shall continue to be true and correct in all material respects as of such specified date and (y) solely in respect of the Specified Representations, such Specified Representations shall be true and correct in all material respects as of the Closing Date but in the event any such representation and warranty is qualified by materiality or material adverse change or words of similar import, such representation and warranty shall be true and correct in all respects as of the applicable date and (ii) as of the Closing Date and at and as of the date of each extension of credit made after the Closing Date, each of the representations and warranties of Parent and each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); provided that, in which case such solely on the Closing Date, with respect to the Target and its Subsidiaries and their respective businesses, the representations and warranties contained in this Agreement and the other Loan Documents referred to in this clause (ii) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable limited to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);Specified Representations; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; thereof (c) after giving effect to any extension other than, solely on the Closing Date, a Default or an Event of credit, Default (i) resulting from a breach of any representation or warranty in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap this Agreement or any other Loan Document other than those that are required to be true and correct (or true and correct in all material respects) on such date pursuant to Section 3.2(a) or (ii) in the case resulting from a failure of Tranche B Revolving LoansAgent to have a perfected Lien on any Collateral which, the Tranche B Revolver Usage shall pursuant to Section 3.6, is not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed required to be a representation and warranty that perfected on the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extensionClosing Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances hereunder at any time (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Advance or other extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Loan Party, Lender, or any of their Affiliates; (d) if new Leases are being added to any extension of credit, the Borrowing Base (i) the related Contract Files shall have been delivered to the Custodian and shall have been checked in by the case of Tranche A Revolving LoansCustodian in accordance with the Custodial Agreement, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) Lender shall have received, at least one (1) Business Day prior to the Funding Date, a Custodial Receipt and Report with respect to such Contract Files without any exceptions noted (except for such exceptions as have been approved by Lender in its Permitted Discretion), and (iii) Lender shall have received, on or before the Funding Date, (A) the Original, completed Lease evidencing the obligations described therein, (B) an assignment (in form and substance acceptable to Lender, which assignment may be part of a master assignment of multiple Leases to Lender) of such Lease executed by Borrower in favor of Lender, (C) the Original guaranty, if any, guaranteeing payment of such Lease, (D) true, correct and complete copies of all other Lease Documents in respect thereof, (E) evidence of the release of all prior liens and the filing of any required UCC-3 partial release statements as to any such Leases as Lender deems necessary, (F) fully executed and completed originals of all applicable Purchase Date Notice(s) with attached Contract Schedule(s) covering all Leases and related Collateral being acquired by Borrower, and (G) evidence of prior payment of that portion of the purchase price that is set forth in the case applicable Purchase Date Notice that is in excess of Tranche B Revolving Loans, the Tranche B Revolver Usage any Advances to be made on such Funding Date; (e) no Material Adverse Change shall not exceed the Tranche B Line Caphave occurred; and (df) such extension of credit Lender shall not conflict with, result in have received a breach of, or constitute Borrowing Base Certificate from Borrower which includes (with due notice or lapse of time or bothi) a default under any Material Indebtedness and detailed calculation of the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and Borrowing Base as of the date of the applicable credit extensionrequested Advance, and (ii) detail regarding Leases that are not Eligible Leases.

Conditions Precedent to all Extensions of Credit. The obligation of the each Lender Group (or any member thereof) to make any Revolving Loans hereunder Advance (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) Agent shall have received a notice of borrowing pursuant to Section 2.3 hereof with respect to each requested Advance, and each requested Advance or credit extension is consistent with the most recently delivered and approved Budget subject to the variances permitted herein; (b) the representations and warranties of Parent and its Subsidiaries any Borrower contained in this Agreement or in the other Loan Documents or other certificate or other writing delivered to the Agent or any Lender pursuant hereto or thereto shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (cd) after giving effect neither any injunction, writ, restraining order, or other order of any nature restricting, conditioning or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority, nor shall any proceeding or other action have been instituted, directly or indirectly, with respect to any extension of credit, (i) in the case of Tranche A Revolving LoansLoan Document, the Tranche A Revolver Usage Advances made or to be made hereunder, the Liens granted hereunder or the other intended benefits under the Bankruptcy Court Orders, in any case against any Borrower, Agent, or any Lender that remains in effect and unresolved; (e) the Borrowers shall have paid all Lender Group Expenses, the Origination Amount and all fees, in each case, that are then due and payable pursuant to the terms of this Agreement, unless otherwise waived by Agent and the Lenders; (f) the making of such Loan shall not exceed contravene any law, rule or regulation applicable to the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapAgent or any Lender; and (dg) such extension any final order of credit the Bankruptcy Court restricting the trading in securities and claims of the Borrowers shall not conflict with, result be in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness form and substance acceptable to Agent and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material IndebtednessLenders. Each request for an extension Borrowing by and issuance of credit submitted by a Borrower Letter of Credit on behalf of the Borrowers hereunder shall be deemed to be constitute a representation and warranty that by the conditions specified in this Section 3.3 have been satisfied on and Borrowers as of the date of such extension of credit that the applicable credit extensionconditions set forth in clauses (b), (c), (d) (with respect to the Borrowers only) and (e) of this Section 4.2 have been satisfied.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans or Floorplan Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) i. the representations and warranties of Parent and Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);; and (b) no xx. xx Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect . Notwithstanding anything contained in this Agreement or any other Loan Document to any extension of creditthe contrary, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed permitted to represent borrow Revolving Loans and warrant that Floorplan Loans on the last day of each fiscal quarter of Borrower in an amount in excess of its anticipated cash needs in the ordinary course of business (each such extension Borrowing, a "Quarter End Borrowing" for purposes of credit is permitted under all Material Indebtedness. Each request for an extension determining Adjusted Excess Availability), in each case so long as each of credit submitted by a Borrower shall be deemed to be a representation and warranty the following conditions are satisfied (it being understood that the failure to satisfy (A) any of the following conditions specified at any time shall immediately disqualify such Loans as a Quarter End Borrowing for purposes of determining Adjusted Excess Availability and (B) the condition set forth in clause (iv) below shall constitute an immediate Event of Default under this Agreement): 1. all conditions precedent set forth in this Section 3.3 3.2 have been satisfied on and with respect to such Quarter End Borrowing; 2. all conditions precedent set forth in this Section 3.2 have been satisfied with respect to such Quarter End Borrowing the amount of such Quarter End Borrowing 126471205_8 is within Borrower's borrowing capacity for Revolving Loans under Section 2.1 and/or Floorplan Loans under Section 2.2, as of applicable, in each case as evidenced by the date of the then applicable credit extension.Borrowing Base Certificate(s);

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advance hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties they shall only be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of on such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;, (c) after giving effect Borrowers shall have paid all Lender Group Expenses and Fees pursuant to any extension of creditSection 2.10 then payable by Borrowers pursuant to this Agreement and the other Loan Documents, (i) in unless otherwise waived by Agent and the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line CapLenders; and (d) Agent shall have received such other agreements, instruments, approvals, opinions and other documents, each in form and substance satisfactory to Agent, as Agent may reasonably request. The submission by Administrative Borrower to Agent of a Notice of Borrowing with respect to each Advance (or other extension of credit shall not conflict withcredit) hereunder, result in a breach of, and Borrowers’ acceptance of the proceeds of such Advance (or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such other extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower credit), shall each be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied by each Borrower on and as of the date of such Advance (or other extension of credit) that each of the applicable credit extensionforegoing conditions precedent has been satisfied or waived on the date of such Advance (or other extension of credit).

Conditions Precedent to all Extensions of Credit. The obligation of the Initial Term Lender to make the Term Loan or the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (ai) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bj) no law, regulation, order, judgment or decree of any Governmental Authority with jurisdiction over the parties hereto or over the matters contemplated by the Loan Documents shall exist, and no action, suit, litigation or proceeding shall be pending or threatened in writing before any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise materially and adversely affect (A) the making of the Loans or the providing of the Letters of Credit, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Loan Documents or (ii) has or has a reasonable likelihood of having a Material Adverse Effect, and (k) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof; (c) after giving effect to any extension of credit, (i) in the case of Tranche A Revolving Loans, the Tranche A Revolver Usage shall not exceed the Tranche A Line Cap and (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such extension of credit shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.3 have been satisfied on and as of the date of the applicable credit extension.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans Advances or Term Loan hereunder (or to extend any other credit hereunder) at any time after the Closing Date shall be subject to the following conditions precedent: (a) the representations and warranties of Parent and or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties they shall only be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of on such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall immediately either result from the making thereof;, (c) the aggregate amount of cash and Cash Equivalents of Parent and its Subsidiaries shall not exceed $30,000,000 on the date of such extension of credit (without giving effect to (i) the proceeds of such Advance or Term Loan and (ii) the proceeds of any other Advance or Term Loan that are used in the manner and within the time period set forth in the Notice of Borrowing with respect thereto), and (d) immediately after giving effect to any extension of credit, (i) in the case of Tranche A Revolving LoansTerm Loan, the Tranche A Revolver Usage sum of the outstanding principal balance of the Term Loan shall not exceed the Tranche A Line Cap and Term Loan Amount. The submission by Administrative Borrower to Agent of a Notice of Borrowing with respect to each Advance or Term Loan (ii) in the case of Tranche B Revolving Loans, the Tranche B Revolver Usage shall not exceed the Tranche B Line Cap; and (d) such or other extension of credit shall not conflict withcredit) hereunder, result in a breach of, and Borrowers' acceptance of the proceeds of such Advance or constitute Term Loan (with due notice or lapse of time or both) a default under any Material Indebtedness and the Borrower shall be deemed to represent and warrant that such other extension of credit is permitted under all Material Indebtedness. Each request for an extension of credit submitted by a Borrower credit), shall each be deemed to be a representation and warranty by each Borrower on the date of such Advance or Term Loan (or other extension of credit) that each of the foregoing conditions specified in this Section 3.3 have precedent has been satisfied on and as of the date of the applicable credit extensionsuch Advance or Term Loan (or other extension of credit).