Common use of Conditions Precedent to All Loans Clause in Contracts

Conditions Precedent to All Loans. It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are true and correct in all material respects on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Default; (d) The Borrower has delivered to the Agent the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereof; and (e) After giving effect to all Loans and the issuances of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreement.

Conditions Precedent to All Loans. It shall be a condition precedent The obligations of the Lenders to all make any Loans (including the initial Loan hereunder) and are subject to the issuance further conditions precedent that: (a) no Default or Event of each Letter Default shall exist as of Credit that on the date of the making of such Loan or issuance would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a Letter of Credit the following statements party, shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are true and correct in all material respects on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance with the same force and effect as if made on and as of such Letter 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 have been true and accurate on and as of Creditsuch earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (c) in the case of the borrowing of Loans, the Administrative Agent shall have received (i) a timely Notice of Borrowing, (ii) a certificate (as of the last day of the most recent calendar quarter) establishing sufficient Collateral Pool Availability for such borrowing and (iii) a certificate of Borrower confirming that the applicable Subsidiary Guarantor or Operating Lessee is in compliance with the requirements of any Franchise Agreement relating to the Loan and the execution and delivery of the Security Instrument with respect to the Collateral Property which would is the subject thereof, pursuant to the Loan Documents. Each Credit Event shall constitute a Default or an Event of Default; (d) The certification by the Borrower has delivered to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the Borrowing Notice and Compliance Certificate required pursuant date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to Section 2.3 hereof; and (e) After giving effect have represented to all Loans the Administrative Agent and the issuances Lenders at the time such Loan is made that all conditions to the making of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or such Loan contained in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementthis Article VI. have been satisfied.

Conditions Precedent to All Loans. It shall be Except as otherwise expressly provided in Section 2.13, with respect to any Commitment Increase incurred to finance a condition precedent Limited Condition Transaction, the obligations of Lenders to all make any Loans (including the initial Loan hereunder) and are subject to the issuance further conditions precedent that: (a) no Default or Event of each Letter Default shall exist as of Credit that on the date of the making of such Loan or issuance of a Letter of Credit would exist immediately after giving effect thereto; and (b) the following statements shall be true (representations and each request for a Loan warranties made or issuance of a Letter of Credit shall constitute a representation and warranty deemed made by the Borrower that on and each other Loan Party in the date Loan Documents to which any of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loanthem is a party, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance with the same force and effect as if made on and as of such Letter 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 have been true and correct in all material respects (except in the case of Credita representation or warranty qualified by materiality, in which would case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6. Each Credit Event shall constitute a Default or an Event of Default; (d) The certification by the Borrower has delivered to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Borrowing Notice Lenders at the time any Loan is made that all conditions to the making of such Loan contained in Section 6.1, solely in the case of the initial Loans made hereunder, whichever occurs first, and Compliance Certificate required pursuant in this Section (to Section 2.3 hereof; and (e) After giving effect to the extent applicable), in the case of the making of all Loans have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the issuances Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the applicable Lenders in accordance with the terms of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementthis Agreement have been satisfied.

Conditions Precedent to All Loans. It shall be a condition precedent to all Loans (including the initial Loan hereunder) and In addition to the issuance conditions precedent specified by Section 6.1, the obligation of each Letter of Credit that on the date of such Lender to make any Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan LC Issuer to issue, renew or issuance of a extend any Letter of Credit shall constitute a representation and warranty by be subject to the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):following conditions precedent: (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The All representations and warranties contained in Article 6 are this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan or issuance issuance, renewal or extension of such Letter of Credit, as though such representations and warranties are made on and as of such date (except to the extent any such representations and warranties specifically relate solely to an earlier date); (cb) No event has Default or Event of Default shall have occurred and be continuing on the date of such Loan or is continuing issuance, renewal or would extension of such Letter of Credit, and no Default or Event of Default will result from the making of such Loan or issuance issuance, renewal or extension of such Letter of Credit; (c) The funding of such Loan or issuance, which would constitute a Default renewal or an Event extension of Defaultsuch Letter of Credit shall not be prohibited by any Applicable Law; (d) The Borrower Borrowers shall have satisfied all applicable requirements for requesting such Loan or issuance, renewal or extension of such Letter of Credit; (e) No Material Adverse Effect shall have occurred or will result from the making of such Loan or issuance, renewal or extension of such Letter of Credit; (f) No involuntary petition shall have been filed against any Credit Party, Guarantor or Individual Guarantor that has delivered to not been dismissed and there shall not exist any other action or proceeding seeking relief under the Agent Bankruptcy Code or seeking any reorganization, arrangement, consolidation or readjustment of the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereofdebts of any Credit Party, Guarantor or Individual Guarantor under any other bankruptcy or insolvency law; and (eg) After giving effect to Credit Parties and Guarantor shall have paid all Loans and Lender Expenses incurred through the issuances of all Letters of Credit, (a) the Value date of the total assets funding of such Loan. Any request for a Loan or for the Borrower (less the Value issuance, renewal or extension of its assets pledged to a Letter of Credit pending at a time when any Person other than the Secured Parties and less (condition precedent specified by Section 6.1 or Section 6.2 is not satisfied may be declined by Lender without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementprior notice.

Conditions Precedent to All Loans. It shall be a condition precedent The obligation of the Lender to all make any Loan (except as provided below), to continue LIBOR Loans (including the initial Loan hereunder) and or to convert Base Rate Loans to LIBOR Loans is further subject to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):conditions: (a) After giving effect solely in the case of any continuation of LIBOR Loans or conversion of Base Rate Loans to LIBOR Loans, timely receipt by the Lender of a Notice of Conversion with respect to such Loan, the total of all Loans outstanding will not exceed the Total CommitmentLoans; (b) The the outstanding Loans do not and, after giving effect to any requested Loan will not, exceed the limitations set forth in Section 2.1; (c) Total Outstandings shall not exceed the sum of: (i) 50% of the value of the Collateral that is stock of MicroFinancial pledged pursuant to the Borrower Pledge Agreement, plus (ii) 100% of the amount of cash Collateral pledged to the Lender pursuant to the Guaranty and Cash Pledge Agreement; (d) solely in the case of any continuation of LIBOR Loans or conversion of Base Rate Loans to LIBOR Loans, the representations and warranties contained in Article 6 are Section IV shall be true and correct accurate in all material respects on and as of the date of such Loan the relevant Notice of Conversion and on the effective date of the continuation or issuance conversion of such Letter Loans as though made at and as of Credit, each such date (except to the extent that such representations and warranties specifically expressly relate to an earlier date); (ce) No event has solely in the case of any continuation of LIBOR Loans or conversion of Base Rate Loans to LIBOR Loans, no Default or Event of Default shall have occurred and be continuing at the time of, and immediately after (or is as a result of) such requested continuation or conversion; and (f) with respect to the Initial Loan on the Initial Closing Date and the Subsequent Loan on the Subsequent Closing Date, no Event of Default under Section 8.1(f) or (g) shall have occurred and be continuing at the time of, or would immediately after the making of (or as a result from of), such requested Loan. The making of each Loan shall be deemed to be a representation and warranty by the Borrower on the date of the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Default; (d) The Borrower has delivered as to the Agent the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereof; and (e) After giving effect to all Loans and the issuances of all Letters of Credit, (a) the Value satisfaction of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or applicable conditions set forth in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementthis Section 3.3.

Conditions Precedent to All Loans. It No Lender shall be a condition precedent obligated to all Loans (make its Pro Rata Share of any Loan, including the initial Loan hereunder) and to the issuance Initial Loans, if as of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):thereof: (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (bi) The representations and warranties any representation or warranty contained in Article 6 are true and correct any Loan Document shall be untrue, inaccurate or incomplete in any material respect (but in all material respects on and if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of the date of such Loan (except in the case of representations or issuance warranties made as of a specific date in which case the representations or warranties shall be true, accurate and complete in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of such Letter specific date), or (ii) any Default or Event of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event Default has occurred or and is continuing or would will result from the making of such Loan, and in the case of clauses (i) and (ii) with respect to any advance of a Revolving Loan, Agent or Requisite Lenders have determined not to make such Revolving Loan as a result of the fact that such representation or issuance warranty is untrue, inaccurate or incomplete or as a result of such Letter of Credit, which would constitute a that Default or an Event of Default, as applicable; (b) in Agent’s reasonable discretion, there has been a material impairment in the general affairs, management, results of operations, financial condition or the prospect of repayment of the Obligations or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent; (c) with respect to any advance of a Revolving Loan, after giving effect to such Revolving Loan, the aggregate outstanding principal amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; (d) The with respect to any advance of a Revolving Loan, Agent shall not have received a Borrowing Base Certificate, certified by Borrower’s president, chief executive officer, chief financial officer or treasurer setting forth the Borrowing Base of Borrower has delivered as at the end of the most-recently ended fiscal month or as at such other date as Agent may approve; (e) with respect to the Initial Loans, Agent shall not have received a certificate from an authorized officer of Borrower confirming that each of the Borrowing Notice and Compliance Certificate required pursuant conditions in Section 4.2 applicable to Section 2.3 hereoffunding of the Initial Loans have been satisfied; and (ef) After giving effect Agent shall not have received such other documents, agreements, instruments or information as Agent shall reasonably request. The request by Borrower and acceptance by Borrower of the proceeds of any Loan shall be deemed to all Loans constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 4.2 have been satisfied and (ii) a reaffirmation by each Loan Party of the granting and continuance of Agent’s Liens, on behalf of itself and the issuances of all Letters of CreditLenders, (a) securing the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan AgreementObligations.

Conditions Precedent to All Loans. It shall be a condition precedent The obligation of the Bank to all Loans (--------------------------------- make any Revolving Credit Loan or any Convertible Revolving Credit Loan, including the initial Loan hereunder) and Revolving Credit Loans, or continue or convert Loans to Loans of another Type, is further subject to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):conditions: (a) After giving effect timely receipt by the Bank of a Notice of Borrowing or Conversion with respect to such any Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The the outstanding Revolving Credit Loans and Convertible Revolving Credit Loans do not and, after giving effect to any requested Loan, will not exceed the limitations set forth in Sections 2.1 and 2.2 hereof; (c) the representations and warranties contained in Article Section 6 are shall be true and correct accurate in all material respects on and as of the date of such Notice of Borrowing or Conversion and on the effective date of the making, continuation or conversion of each Loan or issuance as though made at and as of each such Letter of Credit, date (except to the extent that such representations and warranties specifically expressly relate to an earlier date; (c) No event has occurred date or is continuing or would result from the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Defaulthave become inaccurate due to transactions expressly permitted hereunder); (d) The Borrower has delivered no Default or Event of Default shall have occurred and be continuing at the time of and immediately after the making of such requested Loan; (e) the resolutions referred to the Agent the Borrowing Notice in Section 5.1(g)(iv)(c) shall remain in full force and Compliance Certificate required pursuant to Section 2.3 hereofeffect; and (ef) After giving effect no change shall have occurred in any law or regulation or interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal or against the policy of any governmental agency or authority for the Bank to all make Loans hereunder. The making, continuation or conversion of each Loan shall be deemed to be a representation and warranty by the issuances Borrower on the date of the making, continuation or conversion of such Loan as to the accuracy of the facts referred to in subsection (c) of this Section 5.2 and of the satisfaction of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or conditions set forth in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementthis Section 5.2.

Conditions Precedent to All Loans. It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are true and correct in all material respects on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Default; (d) The Borrower has delivered to the Agent the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereof; and (e) After giving effect to all Loans and the issuances of all Letters of Credit, , (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, Amount plus the outstanding principal balance of the Loans, Loans plus accrued and unpaid interest on the Loans, Loans plus the then current L/C Exposure, Exposure plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreement.

Conditions Precedent to All Loans. It shall be a condition precedent to all Loans (including and Letters of ------------------------------------------------ Credit. In the initial Loan hereunder) and to the issuance case of each Letter Loan hereunder and the obligation to issue Letters ------ of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):Credit: (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained of each Borrower set forth in Article 6 are III or in any other Loan Document and of the Guarantor in each Loan ----------- Document to which the Guarantor is a party shall be true and correct in all material respects on and as of the date of such Loan or the issuance of such Letter of Credit with the same effect as though such representations and warranties had been made on and as of such date. (b) At the time of each such Loan or the issuance of such Letter of Credit, except and after giving effect to such Loan or Letter of Credit, each Borrower shall be in compliance with all the extent such representations terms and warranties specifically relate provisions set forth herein on its part to an earlier date;be observed or performed, and no Event of Default or Default shall have occurred and be continuing. (c) No event has occurred or is continuing or would result from At the making time of each such Loan or the issuance of such Letter of Credit and after giving effect to each such Loan or Letter of Credit, which would constitute a Default there shall have been no material adverse change in the condition (financial or an Event otherwise), operations, properties or prospects of Default;any Borrower since the date of the Financials. (d) The Borrower has delivered Such Loan or Letter of Credit, when combined with all Loans previously made to, and Letters of Credit previously issued for the account of, the Borrowers, shall not exceed the Commitment Amount, such Loan if not for the purpose of making a Permitted Acquisition, when combined with Loans previously made to the Agent Borrowers that were not for the purpose of making Permitted Acquisitions, shall not exceed the Borrowing Notice Base, such Loan if for the purpose of making a Permitted Acquisition, when combined with all Loans previously made to the Borrowers that were for the purpose of making Permitted Acquisitions, shall not exceed $30,000,000, and Compliance Certificate required pursuant such Letter of Credit, after giving effect to Section 2.3 hereof; andthe issuance thereof, would not exceed the Unused Letter of Credit Subfacility. (e) After giving effect All legal matters incident to all Loans such Loan or Letter of Credit and the issuances Loan Documents shall be satisfactory to counsel for the Administrative Agent and the Collateral Agent. (f) The Agent shall have received a Notice of all Letters Borrowing for any requested Loan and acceptance certificate and invoices required by Section 2.03, ------------ and with respect to any requested Letter of Credit, the conditions precedent specified in Section 2.10(c) shall have been complied with. (ag) Except as otherwise provided in Section 2.01(d) with respect to the Lien on PaeTec's Switching Equipment located in Chicago, Illinois, the Collateral Agent shall have first priority Liens on all personal and real property assets that comprise or relate to each System to be funded by such Loan, shall have received collateral assignments of all material third party agreements relating to such Systems, consented to by the applicable third parties, as requested by the Collateral Agent, and shall have received evidence that all necessary Governmental Approvals for such System have been obtained. (h) The Collateral Agent shall have received copies of such lien waivers and other acknowledgments from Persons constructing the Systems, any subcontractors or vendors (including Lucent) with respect to the construction of the Systems as the Collateral Agent may reasonably request. (i) All fees and expenses which are due and payable to the Administrative Agent on or prior to the date of the advance of such Loan or the issuance of such Letter of Credit shall have been paid. (j) The Lenders shall have satisfactorily completed their review of any construction and maintenance contracts related to the Systems being financed with such Loan and the interconnection agreements for each System being financed with such Loan. (k) The Collateral Agent shall have obtained or waived in writing with respect to each real estate and material equipment lease, each mortgage, and each material third party agreement relating to the Systems being financed with such Loan (i) the Value of right from the total assets of applicable lessors and mortgagees to cure all payment defaults under such leases and mortgages by making payments directly to the Borrower applicable lessors and mortgagees, (less the Value of its assets pledged to any Person ii) landlord waivers and consents (or such other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investmentsdocumentation described in Section 5.21), shall be equal as the Collateral Agent may ------------ require, with respect to or in excess of 250% of each leased facility, and (iii) consents to collateral assignment, as the sum of Collateral Agent may require, with respect to each such material third party agreement. (l) If the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance use of the Loan (as defined proceeds are for purposes of financing a particular System for the first time, the Collateral Agent shall have received copies of all interconnection agreements, right of way agreements, easement agreements, real property leases, construction agreements, equipment purchase agreements, fiber leases, telephone line leases, state and local franchise agreements and other agreements with municipalities, that in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreementeach case relate to such System.

Conditions Precedent to All Loans. It shall be As a condition precedent to all Loans the Agent or the Lender making any Loan (including the initial Loan hereunder) Loan), each of the following conditions precedent shall be true, and the submission by the Borrower to the issuance Agent of each Letter a Notice of Credit that on Borrowing and the date Borrower's acceptance of the proceeds of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute deemed to be a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true):that: (a) After giving effect to such Loan, all the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 this Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of providing such Loan or issuance as though made on and as of such Letter date (other than those which expressly speak only as of Credita different date, except to the extent which must be correct as of such representations date); (b) no Default or Event of Default has occurred and warranties specifically relate to an earlier dateis continuing, or could result from providing such Loan; (c) No event since August 31, 1998 there has occurred been no Material Adverse Change, except as disclosed in Form 8-K statements filed after such date and on or is continuing or would before the Closing Date with the Securities and Exchange Commission, copies -50- 57 of which have been provided to the Agent, and other than events that customarily occur as a result from of events leading up to and following the making commencement of such Loan or issuance a case under Chapter 11 of such Letter of Credit, which would constitute a Default or an Event of Defaultthe Bankruptcy Code; (d) The Borrower has delivered on the date of such Loan, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, and the interim order or the final order, as the case may be, of the Bankruptcy Court relating to the Greenwich DIP Facility shall have been entered by the Bankruptcy Court, and the Agent shall have received a certified copy of the Borrowing Notice same and Compliance Certificate required pursuant to Section 2.3 hereofsuch order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the consent of the Agent, the Lenders and the Borrower; and (e) After giving with respect to any Loan to be made on or after the thirtieth day following the Entry Date, (i) the Final Bankruptcy Court Order shall be in full force and effect to all Loans and shall not have been reversed, stayed, modified or amended absent the consent of the Agent, the Lenders and the issuances of all Letters of CreditBorrower, and (aii) the Value final order of the total assets Bankruptcy Court relating to the Greenwich DIP Facility shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent prior written notice of such action given by the Borrower (less to the Value of its assets pledged to any Person other than Agent and the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan AgreementLenders.