Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any Advance on the occasion of any Borrowing (including the initial Advancefirst Borrowing hereunder) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions Each of this Agreement in that regard; (b) the representations and warranties set forth herein of Borrower and Guarantor contained in Article 3 or in any other Margin Loan Document shall be true and correct in all material respects, both respects on and as of the date of such Advance Request Borrowing, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (b) Since the requested date of Advancethe last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, as applicable, with respect to Guarantor, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect with respect to Guarantor; (c) the Borrower shall have observed and performed delivered a Borrowing Notice in all material respects all covenants set forth herein and in any other Loan Documentaccordance with the requirements hereof; (d) no Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default or Event of Default shall have occurred and be continuing continuing, or will would result from giving effect to such Advance RequestBorrowing or from the application of the proceeds therefrom; (ef) the making Borrower shall not have provided notice of termination of the requested Advance Commitments; and (g) The Collateral Requirement shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullsatisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender each Bank to make each advance of the Loans, and the obligation of the Issuing Bank to issue or extend any Advance (including the initial Advance) under the Credit Facility is Letter of Credit, shall be subject to the fulfilment of each satisfaction of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a1) the Lender All conditions of Section 4.01 shall have received from the Borrower a duly completed Advance Request in accordance with the provisions been and remain satisfied as of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advanceadvance or issuance or extension; (c2) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no No Default or Event of Default shall have occurred and be continuing as of the date of the advance or will issuance or would result from the making of such advance, issuance or extension; provided however, that this condition shall not apply to an Excluded Borrowing; (3) Each of the representations and warranties contained in this Agreement (other than in the last sentence of Section 5.13) and in each of the other Loan Documents shall be true and correct in all material respects as of the date of the advance or issuance, except for representations and warranties which are expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date (or in the case of any representation or warranty that is qualified as to “materiality”, “Material Adverse Change” or similar language, shall be true and correct in all respects as of the applicable date, after giving effect to such Advance Request;qualification); provided however, that this condition shall not apply to an Excluded Borrowing; and (e4) Administrative Agent shall have received a request for an advance in accordance with Section 2.04 or Administrative Agent and the making Issuing Bank shall have received a request for such Letter of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth Credit in this Article 7 have been satisfied in fullaccordance with Section 2.16.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder) under the Credit Facility is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions All of this Agreement in that regard; (b) the representations and warranties set forth herein of the Borrower and in any the Restricted Subsidiaries under this Agreement and the other Loan Document Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both on before and after giving effect to the date application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance Request and on in the requested date case of Advanceother Advances, notice as required by Article 2 hereof; (c) Each of the Borrower Administrative Agent and the Lenders shall have observed and performed in received all material respects all covenants set forth herein and in such other certificates, reports, statements, opinions of counsel or other documents as the Administrative Agent or any other Loan DocumentLender may reasonably request; (d) no Default With respect to any Advance relating to any Acquisition, Investment or Event the formation of Default any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have occurred received such documents and be continuing or will result from giving effect instruments relating to such Advance Request;Acquisition, Investment, or formation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (e) the making of the requested Advance There shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute have occurred no event which could have a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullMaterially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any each Advance (including the initial Advance) under the Credit Facility is as part of a Borrowing shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender that (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (ai) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request Borrowing the following statements shall be true (and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making each of the requested Advance shall not be prohibited by any Legal Requirement. The submission giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of an the proceeds of such Advance Request shall be deemed to constitute a representation and warranty by the Borrower that on the conditions precedent date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the making application of the Advance proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested thereby Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in this Article 7 have been satisfied in fullthe third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial AdvanceAdvance made on the Closing Date) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) Each of the Lender representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall have received from be true and correct on and as of the Borrower a duly completed Advance Request date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in accordance with the provisions which case they shall be true and correct as of this Agreement in that regardsuch earlier date; (b) Since December 31, 2013, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respectsaggregate, both on the date of such Advance Request and on the requested date of Advancea Material Adverse Effect; (c) the Borrower shall have observed and performed delivered a Borrowing Notice in all material respects all covenants set forth herein and in any other Loan Documentaccordance with the requirements hereof; (d) no Immediately after giving effect to the Advance, the LTV Ratio will not exceed the LTV Reset Level; (e) No Default or Event of Default shall have occurred and be continuing continuing, or will would result from giving effect to such Advance Requestor from the application of the proceeds therefrom; (ef) the making Borrower shall not have provided notice of termination of the requested Advance shall not be prohibited by any Legal Requirement. Facility; and (g) The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have Collateral Requirement has been satisfied in fullall respects.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any each Advance (including the initial Advance) under the Credit Facility as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the fulfilment further conditions precedent that on the date of such Borrowing the following statements shall be true (and each of the following conditions precedent to the reasonable satisfaction giving of the Lender (provided that each such condition precedent, being for applicable Notice of Borrowing and the sole benefit acceptance by the relevant Borrower of the Lender, may proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): true): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (bx) the representations and warranties set forth herein and contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any other Loan Document AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all material respects, both ) on and as of the date of such Advance Request Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on the requested and as of such date of Advance; (c) the Borrower it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall have observed be required to be true and performed correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all covenants set forth herein respects) only as of such date), and in any other Loan Document; (dy) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullDefault.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any an Advance (including any Advance made on the initial AdvanceClosing Date) under the Credit Facility is shall be subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender Borrower shall have received from the Borrower delivered to Lender a duly completed Advance Request Notice of Borrowing in accordance with the provisions requirements of this Agreement in that regardSection 2.01(b); (b) each of the representations and warranties set forth herein and contained in any other Loan Document Article IV shall be true and correct in all material respects, both on respects as of the date of such Advance Request as if made on such date, except to the extent that such representations and on the requested date warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of Advancesuch earlier date; (c) the Borrower no event shall have observed occurred and performed in all material respects all covenants set forth herein and in any other Loan Documentbe continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) no Default or Event of Default shall have occurred prior to and be continuing or will result from after giving effect to such Advance RequestAdvance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request Asset Coverage Ratio shall be deemed to constitute a representation and warranty by at least 300%; (g) the Borrower that the conditions precedent absence of any material action, suit, investigation or proceeding pending or, to the making knowledge of the Advance requested thereby set forth Borrower, threatened in this Article 7 have been satisfied any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in fulla Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any each Advance (including the initial Advance) under the Credit Facility is shall be subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender Funding Date shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regardoccur no later than December 31, 2012; (b) to the extent Borrower selects Fixed Rate for a proposed Advance, Borrower shall have notified Lender of its selection in writing at least three (3) days prior to the date of the proposed borrowing; (c) each of the representations and warranties set forth herein contained in Article IV shall be true and correct, in all material respects (except to the extent that any other Loan Document representation and warranty that is qualified by materiality or Material Adverse Effect, then such representation and warranty shall be true and correct in all material respects), both on the Closing Date and as of the date of such Advance Request as if made on such date except to the extent that such representations and on the requested date warranties specifically refer to an earlier date, in which case they shall be true and correct as of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Documentsuch earlier date; (d) no event shall have occurred, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default shall have occurred and be continuing or will result from giving effect to such Advance RequestDefault; (e) the making Borrower shall not have provided notice of termination of the requested Advance shall not Facility; (f) prior to and after giving effect to such Advance, there is no Excess Amount; (g) prior to and after giving effect to such Advance, the Asset Coverage is greater than or equal to 300%; (h) prior to and after giving effect to such Advance, no Margin Deficiency exists; and (i) the absence of any action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be prohibited by any Legal Requirementexpected to have a Material Adverse Effect. The submission by the Borrower of an Advance Request Each borrowing shall be deemed to constitute be a representation and warranty by the Borrower that the conditions precedent to specified in Section 3.01 (solely for the initial Advance) and Section 3.02, as applicable, have been satisfied on and as of the date of the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullan Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any Advance (each Advance, including the initial AdvanceAdvance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under the Credit Facility a Letter of Credit), is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) All of the Lender shall have received from representations and warranties of the Borrower a duly completed Advance Request in accordance with the provisions of Credit Parties under this Agreement in and the other Loan Documents (other than those that regardexpressly relate to an earlier date), which, pursuant to Section 5.3, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) the representations and warranties set forth herein and in any other Loan Document Since December 31, 2010, there shall have been no change that has had or would be true and correct in all material respects, both reasonably expected to have a Materially Adverse Effect; and (c) There shall not exist on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from after giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirementthereto, a Default. The submission by Borrowers hereby agree that the Borrower delivery of any Request for Advance hereunder or any telephonic request for an Advance Request hereunder shall be deemed to constitute a representation and warranty by be the Borrower certification of the Authorized Signatory thereof that all of the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 Section have been satisfied satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in fullany event the Required Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any each Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender Borrower shall have received from delivered to Lender the Borrower a duly completed Request for Advance Request in accordance with the provisions of this Agreement in that regard; Agreement; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; , Borrower shall not have more than $3,000,000 in unrestricted cash available to it; (c) the Borrower shall have observed delivered the Financial Statements required pursuant to Section 5.2; (d) the Merger Agreement shall not have been terminated pursuant to Section 7.1(b) thereof and performed the termination date of the Merger Agreement shall have been extended to at least January 4, 2001; and (e) on the date such Advance is to be made and after giving effect to such Advance, the following shall be true and correct: (i) the representations and warranties of Borrower and the other Loan Parties set forth in Section 4 and in the other Credit Documents are true and correct in all material respects all covenants set forth herein as if made on such date (except for representations and in any other Loan Document; warranties expressly made as of a specified date, which shall be true as of such date); (dii) no Default or Event of Default shall have has occurred and be is continuing or will result from giving effect to such Advance Request; Advance; (eiii) the making all of the requested Advance shall not Credit Documents are in full force and effect; and (iv) Borrower has performed in all respects all obligations and covenants under the Merger Agreement required to be prohibited performed by any Legal Requirementit as of the date of such Advance. The submission by the Borrower to Lender of an each Request for Advance Request shall be deemed to constitute be a representation and warranty by the Borrower that the conditions precedent to the making each of the Advance requested thereby statements set forth in this Article 7 have been satisfied in fullabove is true and correct as of the date of such notice.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any Advance (each Advance, including the initial AdvanceAdvance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) the Issuing Bank for amounts drawn under the Credit Facility a Letter of Credit), is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) All of the Lender shall have received from representations and warranties of the Borrower a duly completed Advance Request in accordance with the provisions of under this Agreement in that regardand the other Loan Documents, which, pursuant to Section 4.2, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of such Advance; (b) The incumbency of the representations and warranties set forth herein and in any other Loan Document Authorized Signatories of the Borrower shall be true as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or as subsequently modified and correct reflected in all material respects, both a certificate of incumbency delivered to the Administrative Agent; and (c) There shall not exist on the date of such Advance Request Advance, and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from after giving effect to such Advance Request; (e) the making application of the requested Advance shall not be prohibited by any Legal Requirementproceeds of such Advance, a Default or an Event of Default. The submission by Borrower hereby agrees that the Borrower delivery of an any Request for Advance Request hereunder shall be deemed to constitute a representation and warranty by be the Borrower certification of the applicable Authorized Signatory of the Borrower, on behalf of the Borrower, that there does not exist, on the conditions precedent to date of the making of the Advance requested thereby and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Article 7 Section 3.2 have been satisfied in fullsatisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder) under of the Credit Facility Loans (including the Swing Loans) is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) The Administrative Agent, or in the Lender case of a Swing Loan, the Swing Loan Lender, shall have received from the Borrower a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of a Borrower, which Request in accordance with for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the provisions requested Advance, no Default or Event of this Agreement in that regard; Default shall then exist, (bii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties set forth herein and in any other Loan Document Section 5.1 hereof shall be true and correct in all material respects, both on except to the extent any representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of such Advance Request and on the requested date Advance, there shall exist no litigation commenced against any of the Borrower Parties since December 31, 2001, which, if such litigation could reasonably be expected to be determined adversely to such Borrower Parties, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating the Borrowers' compliance with Section 8.8 hereof before and after giving effect to the requested Advance; (cb) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default There shall have occurred and no event which has had or could reasonably be continuing or will result from giving effect expected to such Advance Request;have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (ec) the making of the requested Each Request for Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance and each Swing Loan Request shall be deemed to constitute a representation and warranty by the Borrower Borrowers made as of the time of requesting such Advance that the conditions precedent to the making specified in this Section 4.2 have been fulfilled as of the Advance requested thereby set forth in this Article 7 have been satisfied in fulltime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder and any Advance of the Swing Loans, but excluding any Advance the proceeds of which are to reimburse (x) the Swing Loan Lender for Swing Loans or (y) any Issuing Bank for amounts drawn under a Letter of Credit)) of the Credit Facility Loans is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) The Administrative Agent, or in the Lender case of a Swing Loan, the Swing Loan Lender, shall have received from the Borrower a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request in accordance with for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the provisions requested Advance, no Default or Event of this Agreement in that regard; Default shall then exist, (bii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties set forth herein and in any other Loan Document Section 5.1 hereof shall be true and correct in all material respects, both on except to the extent any representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of such Advance Request and on the requested Advance, there shall exist no litigation commenced against any of the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the requested Advance. (b) There shall have occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect since the date of Advance;the most recent audited financial statements provided to the Credit Parties. (c) the Borrower shall have observed Each Request for Advance and performed in all material respects all covenants set forth herein and in any other each Swing Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower made as of the time of requesting such Advance that the conditions precedent to the making specified in this Section 4.2 have been fulfilled as of the Advance requested thereby set forth in this Article 7 have been satisfied in fulltime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender RBS to make any an Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each satisfaction of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):conditions: (a) the Lender RBS shall have received from the Borrower a duly completed Advance Request in accordance with the provisions Notice of this Agreement in that regardBorrowing; (b) the The representations and warranties set forth in Article III of the Existing Credit Agreement as incorporated herein and in any other Loan Document by reference shall be true and correct in all material respects, both respects on and as of the date of such Advance Request with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided, however, that no representation as to either (i) the absence of any Material Adverse Change in the financial condition of the Borrower, as provided in the last sentence of Section 3.02 of the Existing Credit Agreement as incorporated herein by reference, or (ii) the absence of any pending or threatened legal or arbitral proceedings, or any proceedings by or before any Governmental Authority, that could have a Material Adverse Effect on the requested date Borrower, as provided in Section 3.03 of Advance;the Existing Credit Agreement as incorporated herein by reference, shall be required as a condition to any Advance following the Effective Date. (c) the The Borrower shall have observed be in compliance with all the terms and performed in all material respects all covenants provisions set forth herein on its part to be observed or performed, and in any other Loan Document; (d) at the time of and immediately after such Advance no Event of Default or Event of Default shall have occurred and be continuing or will result from giving effect to such continuing. Each Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that on the conditions precedent date of such Advance as to the making matters specified in paragraphs (b) and (c) of the Advance requested thereby set forth in this Article 7 have been satisfied in fullSection 3.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any Advance on the occasion of any Borrowing (including the initial Advancefirst Borrowing hereunder) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions Each of this Agreement in that regard; (b) the representations and warranties set forth herein of Borrower and Guarantor contained in Article 3 or in any other Margin Loan Document shall be true and correct in all material respects, both respects on and as of the date of such Advance Request Borrowing, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (b) Since the requested date of Advancethe last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, as applicable, with respect to Guarantor, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect with respect to Guarantor; (c) the Borrower shall have observed and performed delivered a Borrowing Notice in all material respects all covenants set forth herein and in any other Loan Documentaccordance with the requirements hereof; (d) no Default or Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred and be continuing continuing, or will would result from giving effect to such Advance RequestBorrowing or from the application of the proceeds therefrom; (ef) the making Borrower shall not have provided notice of termination of the requested Advance Commitments; and (g) The Collateral Requirement shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullsatisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any each Advance (including the initial Advance) under the Credit Facility is as part of a Borrowing shall be subject to the fulfilment further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the following conditions precedent to the reasonable satisfaction giving of the Lender (provided that each such condition precedent, being for applicable Notice of Borrowing and the sole benefit acceptance by the relevant Borrower of the Lender, may be unilaterally waived proceeds of such Advance shall constitute a representation and warranty by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the such Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; following statements shall be true): (cx) the Borrower shall have observed representations and performed warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter are correct in all material respects all covenants set forth herein on and in any other Loan Document; (d) no Default or Event as of Default shall have occurred the date of such Borrowing, before and be continuing or will result from after giving effect to such Advance Request; (e) Borrowing and to the making application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (ii) in the case of a requested Advance Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent deliver to the making Administrative Agent a certificate of a senior financial officer of the Advance requested thereby Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in this Article 7 the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent; and (iii) in the case of the initial Borrowing only, evidence that all applicable waiting periods have been satisfied expired and that the Acquisition is being consummated substantially in fullaccordance with the terms of the Acquisition Agreement as delivered pursuant to Section 3.01(e).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance and the Swing Line Lender to make any a Swing Line Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole Advance or in part at any time either generally or with respect to any particular Swing Line Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions All of this Agreement in that regard; (b) the representations and warranties set forth herein under this Agreement and in any the other Loan Document Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance or Swing Line Advance, shall be true and correct at such time in all material respects, both on before and after giving effect to the date application of the proceeds of such Advance or Swing Line Advance and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties and no Default shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Funding Agent shall have received a duly executed Request and on the requested date of for Advance or Request for Swing Line Advance, as applicable; (c) Each of the Borrower Co-Administrative Agents and the Lenders shall have observed and performed in received all material respects all covenants set forth herein and in such other certificates, reports, statements, opinions of counsel or other documents as the Co-Administrative Agents or any other Loan Document;Lender may reasonably request; and (d) no Default or Event of Default There shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making no Materially Adverse Effect. The acceptance of the requested Advance shall not be prohibited by proceeds of any Legal Requirement. The submission by Loans which would increase the Borrower aggregate dollar amount of an Advance Request the Loans outstanding shall be deemed to constitute be a representation and warranty by the Borrower that as to compliance with this Section 3.2 on the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fulldate any such Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any an Advance (including any Advance made on the initial AdvanceClosing Date) under the Credit Facility is shall be subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender Borrower shall have received from the Borrower delivered to Lender a duly completed Advance Request Notice of Borrowing in accordance with the provisions requirements of this Agreement in that regardSection 2.01(b); (b) each of the representations and warranties set forth herein and contained in any other Loan Document Article IV shall be true and correct in all material respects, both on respects as of the date of such Advance Request as if made on such date, except to the extent that such representations and on the requested date warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of Advancesuch earlier date; (c) the Borrower no event shall have observed occurred and performed in all material respects all covenants set forth herein and in any other Loan Documentbe continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) no Default or Event of Default shall have occurred prior to and be continuing or will result from after giving effect to such Advance RequestAdvance, there is no Excess Amount; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed prior to constitute a representation and warranty by the Borrower after giving effect to such Advance, no Margin Deficiency exists; (f) such evidence that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have Collateral Requirement has been satisfied in fullall respects; (g) prior to and after giving effect to such Advance, the Asset Coverage Ratio and the Adjusted Asset Coverage Ratio shall be at least 300% and 225%, respectively; and (h) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder) under of the Credit Facility Loans (including the Swing Loans) is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) The Administrative Agent, or in the Lender case of a Swing Loan, the Swing Loan Lender, shall have received from the Borrower a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of a Borrower, which Request in accordance with for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the provisions requested Advance, no Default or Event of this Agreement in that regard; Default shall then exist, (bii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties set forth herein and in any other Loan Document Section 5.1 hereof shall be true and correct in all material respects, both on except to the extent any representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of such Advance Request and on the requested date Advance, there shall exist no litigation commenced against any of the Borrower Parties since December 31, 2000, which, if such litigation could reasonably be expected to be determined adversely to such Borrower Parties, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating the Borrowers' compliance with Section 8.8 hereof before and after giving effect to the requested Advance; (cb) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default There shall have occurred and no event which has had or could reasonably be continuing or will result from giving effect expected to such Advance Request;have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (ec) the making of the requested Each Request for Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance and each Swing Loan Request shall be deemed to constitute a representation and warranty by the Borrower Borrowers made as of the time of requesting such Advance that the conditions precedent to the making specified in this Section 4.2 have been fulfilled as of the Advance requested thereby set forth in this Article 7 have been satisfied in fulltime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any each Advance (including the initial Advance) under the Credit Facility as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the fulfilment further conditions precedent that on the date of such Borrowing the following statements shall be true (and each of the following conditions precedent to the reasonable satisfaction giving of the Lender (provided that each such condition precedent, being for applicable Notice of Borrowing and the sole benefit acceptance by the relevant Borrower of the Lender, may proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): true): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (bx) the representations and warranties set forth herein and contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any other Loan Document representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all material respects, both ) on and as of the date of such Advance Request Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on the requested and as of such date of Advance; (c) the Borrower it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall have observed be required to be true and performed correct in all material respects all covenants set forth herein only as of such date), and in any other Loan Document; (dy) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullDefault.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any each Advance (including, without limitation, the initial Advance hereunder but excluding (w) a purchase of participation of a Swing Line Loan pursuant to Section 2.2(f), (x) a Letter of Credit Loan made by an Issuing Bank or a Revolving Lender pursuant to Section 2.2(g), (y) a conversion of all or a portion of an Advance from one Type to the other pursuant to Section 2.2(b)(ii)(B) or Section 2.2(c)(ii)(B) and (z) a rollover of all or a portion of an Advance of the same Type pursuant to Section 2.2(b)(ii)(A) or Section 2.2(c)(ii)(A)), and the obligation of an Issuing Bank to issue a Letter of Credit (including the initial Advanceissuance) under the Credit Facility or renew or extend a Letter of Credit, is subject to the fulfilment of each of the following further conditions precedent to that on the reasonable satisfaction date of the Lender (provided that each such condition precedentAdvance or issuance or renewal, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document following statements shall be true (and correct in all material respectseach of the giving of the applicable Request for Advance, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrowers of the proceeds of such Advance or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by each Borrower that both on the date of such Advance Request notice and on the requested date of Advance;such Advance or issuance or renewal such statements are true): (ci) All of the Borrower representations and warranties of the U.S. Borrower, Target and their respective Subsidiaries under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall have observed be true and performed correct at such time in all material respects all covenants set forth herein as if made at such time, both before and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from immediately after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties; and (ii) No Default has occurred and is continuing, or would result from such Advance Request; (e) or issuance or renewal or from the making application of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.proceeds therefrom;

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender LENDER to make any Advance (including the initial Advance) advances under the Credit Facility is LOANS shall be subject to the fulfilment satisfaction, prior thereto or concurrently therewith, of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender a. No event shall have received from the Borrower occurred on or prior to such date and be continuing on such date, and no condition shall exist on such date, which constitutes a duly completed Advance Request in accordance with the provisions of this Agreement in that regardDEFAULT or EVENT OF DEFAULT; (b) b. Each of the representations and warranties set forth herein and made by or on behalf of the BORROWER to the LENDER in any other Loan Document the LOAN DOCUMENT: (i) shall be true and correct in all material respectsrespects when made; and (ii) shall, both for all purposes of this AGREEMENT, be deemed to be repeated on and as of the date of BORROWER'S request for such Advance Request advance, as the case may be, and on the requested date of Advance; (c) the Borrower shall have observed be true and performed correct in all material respects all covenants set forth herein and in any other Loan Documentas of each of such dates; (d) no Default or Event of Default c. The LENDER shall have occurred received all reports, financial statements, financial information and be continuing or will result from giving effect financial disclosures required by the LOAN DOCUMENTS, except to such Advance Request;the extent that the LENDER has waived to the receipt thereof; and (e) the making of the requested Advance d. It shall not be prohibited unlawful (i) for the LENDER to perform any of the agreements or obligations imposed upon the LENDER by any Legal Requirement. The submission of the LOAN DOCUMENTS, or (ii) for the BORROWER or any GUARANTOR to perform any of their respective agreements or obligations as provided by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullLOAN DOCUMENTS.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any each Advance (including on or after the initial Advance) under the Credit Facility Restatement Date is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) (i) all of the Lender representations and warranties of the Company under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall have received from be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the Borrower a duly completed Advance Request application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the provisions terms of this Agreement in that regardexcept to the extent stated to have been made as of the Restatement Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) the representations and warranties set forth herein and Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in any other the case of an Advance of Swingline Loans, the Swingline Lender shall have received a duly executed Swingline Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance;Notice for Swingline Loans; and (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making incumbency of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request Authorized Signatories shall be deemed to constitute a representation and warranty by as stated in the Borrower that applicable certificate of incumbency contained in the conditions precedent certificate of the Company delivered to the making Administrative Agent prior to or on the Original Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Advance requested thereby set forth in this Article 7 have been satisfied in fullAdministrative Agent and the Lenders having a Revolving Loan Commitment.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any Advance (each Advance, including the initial AdvanceAdvance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under the Credit Facility a Letter of Credit), is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions All of this Agreement in that regard; (b) the representations and warranties set forth herein of the Borrower Parties under this Agreement and in any the other Loan Document Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since February 2, 2019, there shall have been no change that has had or could be reasonably expected to have a Materially Adverse Effect; and (c) There shall not exist on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from after giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirementthereto, a Default. The submission by Borrowers hereby agree that the Borrower delivery of an any Request for Advance Request hereunder shall be deemed to constitute a representation and warranty by be the Borrower certification of the Authorized Signatory thereof that all of the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 Section 4.2 have been satisfied in fullsatisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, then the Borrower shall deliver to the Administrative Agent notice thereof and such conditions may be waived by the requisite Lenders under Section 11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any Advance on the occasion of any Borrowing (including the initial Advancefirst Borrowing hereunder) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): : (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions Each of this Agreement in that regard; (b) the representations and warranties set forth herein of Borrower and Guarantor contained in Article 3 or in any other Margin Loan Document shall be true and correct in all material respects, both respects on and as of the date of such Advance Request Borrowing, except to the extent that such representations and on the requested date of Advance; (c) the Borrower warranties specifically refer to an earlier date, in which case they shall have observed be true and performed correct in all material respects all covenants set forth herein and as of such earlier date; (b) Since the date of the last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, as applicable, with respect to Guarantor, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in any other Loan Document; the aggregate, a Material Adverse Effect with respect to Guarantor; (c) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) no Default or Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred and be continuing continuing, or will would result from giving effect to such Advance Request; (e) Borrowing or from the making application of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.proceeds therefrom; (

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of the Lender to make any Advance (including date of such Advance, the initial Advance) under the Credit Facility is subject following statements shall be true to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):IBM Credit: (aA) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the The representations and warranties set forth herein and contained in this Agreement or in any other Loan Other Document are true and correct in all material respects on and as of the date of such Advance as though made on and as of such date (except for any representations or warranties which are made as of any specified date which shall be true and correct in all material respectsrespects as of such specified date); (B) No event has occurred and is continuing or after giving effect to such Advance or the application of the proceeds thereof would result in or would constitute a Default; (C) No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to the making of such Advance, both no Shortfall Amount exists. Except as Borrower has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (A)) for an Advance hereunder and the receipt (or deemed receipt) by the Borrower of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Borrower and each Loan Party that, as of and on the date of such Advance Request and on Advance, the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants statements set forth herein and in (A) through (D) above are true statements. No such disclosures by Borrower to IBM Credit shall in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall manner be deemed to constitute a representation and warranty by the Borrower that satisfy the conditions precedent to the making of the each Advance requested thereby that are set forth in this Article 7 have been satisfied in fullSection 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any Advance (each Advance, including the initial AdvanceAdvance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) the Issuing Bank for amounts drawn under the Credit Facility a Letter of Credit), is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) All of the Lender shall have received from representations and warranties of the Borrower a duly completed Advance Request in accordance with the provisions of Parties under this Agreement in that regardand the other Loan Documents, which, pursuant to Section 5.2, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of such Advance; (b) The incumbency of the representations and warranties set forth herein and in any other Loan Document Authorized Signatories of the Borrower shall be true as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and correct reflected in all material respects, both a certificate of incumbency delivered to the Administrative Agent; and (c) There shall not exist on the date of such Advance Request Advance, and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from after giving effect to such Advance Request; (e) the making application of the requested Advance shall not be prohibited by any Legal Requirementproceeds of such Advance, a Default or an Event of Default. The submission by Borrower hereby agrees that the Borrower delivery of an any Request for Advance Request hereunder shall be deemed to constitute a representation and warranty by be the Borrower certification of the applicable Authorized Signatory of the Borrower, on behalf of the Borrower, that there does not exist, on the conditions precedent to date of the making of the Advance requested thereby and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Article 7 Section 4.2 have been satisfied in fullsatisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder) under of the Credit Facility Loans (including the Swing Loans) is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) The Administrative Agent, or in the Lender case of a Swing Loan, the Swing Loan Lender, shall have received from the Borrower a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request in accordance with for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the provisions requested Advance, no Default or Event of this Agreement in that regard; Default shall then exist, (bii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties set forth herein and in any other Loan Document Section 5.1 hereof shall be true and correct in all material respects, both on except to the extent any representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of such Advance Request and on the requested Advance, there shall exist no litigation commenced against any of the Rainbow Companies or any of the MGM Companies since December 31, 2001, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the requested Advance. (b) There shall have occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect since the date of Advance;the most recent audited financial statements provided to the Credit Parties. (c) the Borrower shall have observed Each Request for Advance and performed in all material respects all covenants set forth herein and in any other each Swing Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower made as of the time of requesting such Advance that the conditions precedent to the making specified in this Section 4.2 have been fulfilled as of the Advance requested thereby set forth in this Article 7 have been satisfied in fulltime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The Lender's obligation of the Lender to make any Advance (including to or for the initial Advance) account of Borrower under the Credit Facility this Agreement is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the with all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory to Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):. (a1) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of evidence that this Agreement in that regard;and all Related Documents have been duly authorized, executed and delivered by Borrower to Lender. (b2) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may have requested. (3) The security interests in the representations Collateral shall have been duly authorized, created, and warranties set forth herein perfected with first lien priority and in any other Loan Document shall be true in full force and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance;effect. (c4) All guaranties required by Lender for the Line of Credit shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect. (5) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower's Accounts, inventory, books, records, and operations, and Lender shall be satisfied as to their condition. (6) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have observed and performed delivered to Lender the compliance certificate called for in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullparagraph below titled "Compliance Certificate."

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make provide any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each fulfillment, as determined by the Lender, of the following conditions precedent on or prior to the reasonable satisfaction making of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein of the Borrower contained in this Agreement and in any the other Loan Document Documents shall be true and correct in all material respects, both before and after giving effect to the proposed Advance, as though made on the date and as of such date; (b) no event has occurred and is continuing, or would result from such proposed Advance Request and on or from the requested date application of Advancethe proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (c) before and after giving effect to the Borrower shall have observed proposed Advance and performed in to the application of the proceeds therefrom, the aggregate unpaid principal amount of all material respects Advances outstanding from all covenants set forth herein and in any other Loan DocumentBorrowers does not exceed the Commitment; (d) no Default or Event as of Default shall have occurred the date of the Advance and be continuing or will result from after giving effect to such Advance Requestthe Advance, the Borrower shall be in compliance with the financial covenant set forth in Section 5.5; (e) the making Borrower shall have delivered to the Lender an executed Notice of the requested Advance, and such Notice of Advance shall not be prohibited by any Legal Requirement. The submission by constitute the Borrower Borrower’s confirmation that each of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been Section 7.2 shall be correct and satisfied as of the date of the Notice of Advance and as of the date of the Advance; and (f) the Borrower is in fullfull and complete compliance with all of the terms, conditions and provisions of this Agreement and the Loan Documents in all material respects.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any each Advance, whether an Initial Advance (including the initial or a Subsequent Advance) under the Credit Facility , is subject to the fulfilment of each satisfaction (or waiver in accordance with Section 14.7) of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance notice with the provisions of this Agreement in that regard;respect to such borrowing, as required by Section 2.1(b). (b) the All representations and warranties set forth herein contained in this Agreement and in any the other Loan Document Documents shall be true and correct in all material respects, both respects on and as of the date of such Advance Request Advance, as though made on and on as of such date (except to the requested date extent that such representations and warranties relate solely to an earlier date, in which case the same shall remain true and correct as of Advancesuch date); (c) On the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) date of each such Advance, no Event of Default which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing (each, a “Default”). (d) The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or will result from giving effect to such Advance Request;amended in any respect without the prior written consent of the Lender. No later than thirty (30) days after the entry of the Interim Order, the Final Order shall have been entered by the Bankruptcy Court and shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Lender. If either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the performance by the Borrower of any of their respective obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal. (e) the making of Prior to or concurrently with the requested Advance Advance, Borrower shall not be prohibited by any Legal Requirement. The submission by have paid to Lender the Borrower then unpaid balance of an Advance Request shall be deemed all accrued and unpaid fees due under and pursuant to constitute a representation this Agreement and warranty by the Borrower that the conditions precedent Bankruptcy Orders and fees and expenses of counsel to the making of the Advance requested thereby set forth in this Article 7 Lender as to which invoices have been satisfied in fullissued.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any each Advance (including the initial Advance) under the Credit Facility as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the fulfilment further conditions precedent that on the date of such Borrowing the following statements shall be true (and each of the following conditions precedent to the reasonable satisfaction giving of the Lender (provided that each such condition precedent, being for applicable Notice of Borrowing and the sole benefit acceptance by the relevant Borrower of the Lender, may proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): true): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (bx) the representations and warranties set forth herein and contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any other Loan Document representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all material respects, both ) on and as of the date of such Advance Request Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on the requested and as of such date of Advance; (c) the Borrower it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall have observed be required to be true and performed correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all covenants set forth herein respects) only as of such date), and in any other Loan Document; (dy) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullDefault.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make any Advance (each Advance, including the initial AdvanceAdvance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under the Credit Facility a Letter of Credit), is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions All of this Agreement in that regard; (b) the representations and warranties set forth herein of the Borrower Parties under this Agreement and in any the other Loan Document Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since January 29, 2022, there shall have been no change that has had or could be reasonably expected to have a Materially Adverse Effect; and (c) There shall not exist on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from after giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirementthereto, a Default. The submission by Borrowers hereby agree that the Borrower delivery of an any Request for Advance Request hereunder shall be deemed to constitute a representation and warranty by be the Borrower certification of the Authorized Signatory thereof that all of the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 Section 4.2 have been satisfied in fullsatisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, then the Borrower shall deliver to the Administrative Agent notice thereof and such conditions may be waived by the requisite Lenders under Section 11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any an Advance (including the initial Advance) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (ai) the Lender Borrower shall have received from the Borrower duly delivered a duly completed Advance Request Notice of Borrowing in accordance with the provisions of this Agreement in that regardrequirements hereof; (bii) At the time of and immediately after giving effect to the Advance, each of the representations and warranties set forth herein contained in Section 4 (Representations and in any other Loan Document Warranties) shall be true and correct in all material respects, both on except to the date of extent any such Advance Request representations and on the requested date of Advance; (c) the Borrower shall have observed warranties specifically refer to an earlier date, in which case they are true and performed correct in all material respects as of such date; provided that in each case any such representation and warranty that contains qualifications as to “materiality”, “Material Adverse Effect” or similar language, shall be true and correct in all covenants set forth herein and in any other Loan Documentrespects; (diii) At the time of and immediately after giving effect to the Advance, no Default or Event of Default shall have has occurred and be is continuing or will would result from such Advance; (1) The Total Exposure Amount will not exceed the lesser of (x) the Facility Amount and (y) the Target Exposure Amount, and (2) the Asset Coverage shall not be less than the Minimum Asset Coverage immediately after giving effect to such Advance RequestAdvance; (ev) the making of the requested The Transaction and such Advance shall not be prohibited by any Legal Requirement. The submission (1) are permitted by the Borrower laws and regulations of an Advance Request shall be deemed each jurisdiction to constitute a representation which Borrower, Agent and warranty by the Borrower that the conditions precedent Lender are subject, (2) are permitted under Borrower’s Formation Documents and Prospectus, (3) do not violate any order, writ, judgment, injunction, determination or decree of any Governmental Authority and (4) will not subject Agent or Lender to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullany unreimbursed penalty or liability under or pursuant to any applicable law or regulation; and (vi) [Redacted].

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make any each Advance (including the initial AdvanceAdvance hereunder) under of the Credit Facility Loans (including the Swing Loans) is subject to the fulfilment fulfillment of each of the following conditions precedent immediately prior to the reasonable satisfaction of the Lender (provided that each or contemporaneously with such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) The Administrative Agent, or in the Lender case of a Swing Loan, the Swing Loan Lender, shall have received from the Borrower a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request in accordance with for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the provisions requested Advance, no Default or Event of this Agreement in that regard; Default shall then exist, (bii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties set forth herein and in any other Loan Document Section 5.1 hereof shall be true and correct in all material respects, both on except to the extent any representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of such Advance Request and on the requested date Advance, there shall exist no litigation commenced against any of the RMG Companies or any of the MGM Companies since December 31, 2000, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating compliance with Section 8.8 hereof before and after giving effect to the requested Advance; (cb) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default There shall have occurred and no event which has had or could reasonably be continuing or will result from giving effect expected to such Advance Request;have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (ec) the making of the requested Each Request for Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance and each Swing Loan Request shall be deemed to constitute a representation and warranty by the Borrower made as of the time of 53 requesting such Advance that the conditions precedent to the making specified in this Section 4.2 have been fulfilled as of the Advance requested thereby set forth in this Article 7 have been satisfied in fulltime of such Advance.