Common use of Conditions Precedent to Each Loan Clause in Contracts

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, Loan (including the initial Revolving Loans on the Closing Date), and the obligation of the Agent to cause the Letter of Credit Issuer Issuers to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date date, in which case such representations and warranties were true and correct in all material respects as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and the Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension in compliance with the provisions of credit, which has had or would have a Material Adverse EffectArticle II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed the then-current Availability. Notwithstanding anything to the contrary, provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to each any Lender participating in or reimbursing the Bank Swingline Lender or the Agent for such Lenders’ Xxxxxx’s Pro Rata Share of any Swing Line applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(iSection 2.4(f) or Section 2.4(g), as applicable.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, Loan (including the initial Revolving Loans on the Closing Date), and the obligation of the Agent to cause the Letter of Credit Issuer Issuers to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The Borrower shall have delivered to the Agent a Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise permitted by Section 2.4(a). The delivery of each Notice of Borrowing shall constitute a representation and warranty by the Obligors of the correctness of the matters specified in clause (b) below. (b) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date date, in which case such representations and warranties were true and correct in all material respects as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and the Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension in compliance with the provisions of credit, which has had or would have a Material Adverse EffectArticle II. (bc) No such Borrowing or issuance of the Letter of Credit shall exceed the then-current Availability. Notwithstanding anything to the contrary, provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to each any Lender participating in or reimbursing the Bank Swingline Lender or the Agent for such Lenders’ Lender’s Pro Rata Share of any Swing Line applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(iSection 2.4(f) or Section 2.4(g), as applicable.

Conditions Precedent to Each Loan. The Subject to Section 1.3(l) with respect to Incremental ABL Term Loans the proceeds of which are being used to finance a Limited Condition Acquisition, the obligation of the applicable Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and The Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension in compliance with the provisions of credit, which has had or would have a Material Adverse EffectArticle II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian Availability, providedas applicable. Notwithstanding anything to the contrary, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to each any Lender participating in or reimbursing the applicable Bank or the Agent for such Lenders’ Lender’s Pro Rata Share of any Swing Line applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i2.3 or Section 2.2(b), as applicable.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) ), and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer on behalf of the Loan Parties, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse EffectEffect since the latest date of the Financial Statements delivered to the Lenders pursuant to Section 5.2(a). (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent set forth in this Section 8.2 are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, ; provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial and all subsequent Revolving Loans on the Closing DateLoans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower any Obligor of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii), (iii) and (iiiiv) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligors that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and; (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect; and (iv) Each of the Obligors is Solvent (taking into account contribution rights). (b) No such Borrowing shall exceed Availability, ; provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, Loan (including the initial Revolving Loans on the Closing Date), and the obligation of the Agent to cause the Letter of Credit Issuer Issuers to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The Borrower shall have delivered to the Agent a Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise permitted by Section 2.4(a). The delivery of each Notice of Borrowing shall constitute a representation and warranty by the Obligors of the correctness of the matters specified in clause (b) below. (b) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date date, in which case such representations and warranties were true and correct in all material respects as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and the Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension in compliance with the provisions of credit, which has had or would have a Material Adverse EffectArticle II. (bc) No such Borrowing or issuance of the Letter of Credit shall exceed the then- current Availability. Notwithstanding anything to the contrary, provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to each any Lender participating in or reimbursing the Bank Swingline Lender or the Agent for such Lenders’ Xxxxxx’s Pro Rata Share of any Swing Line applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(iSection 2.4(f) or Section 2.4(g), as applicable.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance Advances made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the applicable Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in ARTICLES 6 and 8 of this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension exten sion of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting SECTION 10.1(b), the amount of the Combined Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan or cause the issuance or provision of such Letter of Credit or Credit Support without exceeding the Combined Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 SECTIONS 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 1.2(h) and 1.2(i(i).. 39

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in the following clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance Advances made in accordance with the provisions of Sections 1.3 and 1.2(h), 1.2(i), and 12.16.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) below with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct and complete in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which that relates to a specified prior date (which representations and warranties are correct and complete in all material respects as of such date) and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Agent and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which that constitutes (or would constitute) a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which that has had (or would have have) a Material Adverse Effect. (b) No such Borrowing shall exceed Availabilitycause Availability to be less than zero, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i1), (ii2) and (iii3) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i1) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii2) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii3) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Revolving Lenders or the Term Lenders, as the case may be, to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loans, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed AvailabilityAvailability of the applicable Borrower, provided, however, that the foregoing conditions precedent are not conditions to each Revolving Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Lender’s Pro Rata Share of any Swing Line Non–Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Representative that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateLoans, and the obligation of the Agent to cause the Letter to be issued Letters of Credit Issuer and the obligation of the Lenders to issue any Letter participate in Letters of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent that (i) any representation or warranty made pursuant to Sections 8.5(a), 8.7, 8.12, 8.13, 8.14, 8.27 or 8.28 has been amended by written notice thereof by Phar-Mor to the Agent and (ii) any other representation and warranty not referred to in clause (i) above has been amended or waived, in each case in writing by the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warrantyMajority Lenders; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No Without limiting Section 10.1 (b), the amount of the Aggregate Availability shall be sufficient to make such Borrowing Revolving Loans and to cause such Letters of Credit to be issued without exceeding the Aggregate Availability, and the Availability of each Borrower shall exceed Availabilitybe sufficient to make such Revolving Loans and to cause such Letters of Credit to be issued without exceeding the Availability of such Borrower, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to --------------------------------- make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the any Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.Effect has occurred; and (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, Loan (including the initial Revolving Loans on the Closing Date), and the obligation of the Agent to cause the Letter of Credit Issuer Issuers to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The Borrower shall have delivered to the Agent a Notice of Borrowing, duly executed and completed, by the time specified in, and otherwise permitted by Section 2.4(a). The delivery of each Notice of Borrowing shall constitute a representation and warranty by the Obligors of the correctness of the matters specified in clause (b) below. (b) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date date, in which case such representations and warranties were true and correct in all material respects as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and the Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension in compliance with the provisions of credit, which has had or would have a Material Adverse EffectArticle II. (bc) No such Borrowing or issuance of the Letter of Credit shall exceed the then- current Availability. Notwithstanding anything to the contrary, provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to each any Lender participating in or reimbursing the Bank Swingline Lender or the Agent for such Lenders’ Lxxxxx’s Pro Rata Share of any Swing Line applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(iSection 2.4(f) or Section 2.4(g)., as applicable. 335

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct on and as of such date) and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Loan Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Loan Parties that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No event Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Defaultproposed Borrowing; and (iiic) No event has occurred The proposed Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans plus the aggregate amount available for drawing under all outstanding Letters of Credit and is continuingin respect of any Credit Support, to exceed the Borrowing Base or would result from such extension the combined Commitments of creditthe Lenders. Except as provided by Section 11.1(a), which has had no Borrowing or would have a Material Adverse Effect. (b) No such Borrowing issuance of any Letter of Credit or Credit Support shall exceed the Availability, provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 Section 1.2(h) and Section 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a1) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i1) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii2) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii2) No event has occurred and is continuingwithout limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Revolving Loan or would result from permit the issuance of such extension Letter of credit, which has had Credit or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Credit Support without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders Lender to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Loan shall be subject to the further conditions precedent that that: (a) on and as of the date of the making of any such extension of credit: (a) The Loan, the following statements shall be truetrue and correct, and the acceptance by the Borrower of any extension of credit Loan shall be deemed to be a statement to the effect set forth in clauses CLAUSES (iI), (iiII), (III) and (iiiIV) with the same effect as the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible OfficerOfficer of Borrower, on behalf of Borrower, dated the date of such extension of creditLoan, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents and in the Merger Agreement are true and correct in all material respects on and as of the date of such extension of credit Loan as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date, which shall be true and correct as of such date and except to the extent the Agent and the Lenders have Lender has been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have Lender has explicitly waived waived, in its sole discretion, in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of creditLoan, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of creditLoan, which has had or would could have a Material Adverse EffectEffect on Borrower. (b) No such Borrowing Borrower shall exceed Availabilityhave Cash on Hand, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share free of any Swing Line liens other than Permitted Liens described in clauses (ii) and (v) of such definition of Permitted Liens, in excess of $1,250,000 on the date of the initial Loan or Agent Advance made in accordance with and $2,750,000 on the provisions date of Sections 1.3 and 1.2(i)each subsequent Loan.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Administrative Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Excess Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 1.2(H) and 1.2(i(I).

Conditions Precedent to Each Loan. The obligation of the Lenders Lender to --------------------------------- make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Loan shall be subject to the further conditions precedent that that: (a) on and as of the date of the making of any such extension of credit: (a) The Loan, the following statements shall be truetrue and correct, and the acceptance by the Borrower of any extension of credit Loan shall be deemed to be a statement to the effect set forth in clauses (i), (ii), (iii) and (iiiiv) with the same effect as ----------- ----------- ---- the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible OfficerOfficer of Borrower, on behalf of Borrower, dated the date of such extension of creditLoan, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents and in the Merger Agreement are true and correct in all material respects on and as of the date of such extension of credit Loan as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date, which shall be true and correct as of such date and except to the extent the Agent and the Lenders have Lender has been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have Lender has explicitly waived waived, in its sole discretion, in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of creditLoan, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of creditLoan, which has had or would could have a Material Adverse EffectEffect on Borrower. (b) No such Borrowing Borrower shall exceed Availabilityhave Cash on Hand, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share free of any Swing Line liens other than Permitted Liens described in clauses (ii) and (v) of such definition of Permitted Liens, in excess of $1,250,000 on the date of the initial Loan or Agent Advance made in accordance with and $2,750,000 on the provisions date of Sections 1.3 and 1.2(i)each subsequent Loan.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Obligated Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and; (iiic) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would reasonably be expected to have a Material Adverse Effect.; and (bd) No The Administrative Agent shall have received satisfactory evidence that, except for Permitted Liens, the Administrative Agent has a valid, exclusive, and perfected first priority security interest, lien, collateral assignment, and pledge as of such date in all Collateral as security for the Obligations, to the extent any such Liens may be perfected under the UCC (but excluding any Liens perfected solely by possession, but only to the extent the Administrative Agent has not requested possession of such Collateral), in each case in form and substance satisfactory to the Administrative Agent; provided that upon the Administrative Agent's request, the Obligated Parties shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral as may be required for perfection under any Requirement of Law. Except as provided by Section 11.1(d), no Borrowing (other than Agent Advances) or issuance of any Letter of Credit shall exceed the Availability, provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and Section 1.2(i) or Section 1.2(j).

Conditions Precedent to Each Loan. and Each Issuance of a Letter of Credit. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Initial Funding Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Palco that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on or after the Closing Effective Date, and the obligation of the Agent to cause the any Letter of Credit Issuer to issue or permit the renewal (automatic or otherwise) of any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditCredit Extension: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit Credit Extension shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of creditCredit Extension, stating that: (i) The representations and warranties of the Credit Parties contained in this Agreement and the other principal Loan Documents are correct in all material respects on and as of the date of such extension of credit as though Credit Extension and are deemed made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of creditCredit Extension, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of creditCredit Extension, which has had or would have a Material Adverse Effect. (b) No such Borrowing Credit Extension shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i1.2(h) or (i) or any Revolving Loan made to reimburse any drawing under a Letter of Credit pursuant to Section 1.3(e).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would will have a Material Adverse Effect. (b) No such Borrowing shall exceed AvailabilityAvailability of the applicable Borrower, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Lender’s Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Revolving Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that:: Section (i1) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligated Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii2) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and; (iii3) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.; and (b4) No The Agent shall have received satisfactory evidence that the Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority security interest, lien, collateral assignment, and pledge as of such date in all Collateral as security for the Obligations (excluding Existing Obligations in the case of property owned by a Newly Obligated Party), to the extent any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral), in each case in form and substance satisfactory to the Agent; provided that upon the Agent's request, the Obligated Parties shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral as may be required for perfection under any Requirement of Law. Except as provided by Section 11.1, no Borrowing or issuance of any Letter of Credit or Credit Support shall exceed the Availability, provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and Section 1.2(i) or Section 1.2(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each LoanLoan (but not, for the avoidance of doubt, the conversion or continuation of any Loan pursuant to Section 2.2(b)), including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the a Letter of Credit Issuer to issue any Letter of Credit or provide Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii), (iii) and (iiiiv) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties of the Borrowers and the other Credit Parties contained in this Agreement and the other Loan Documents are correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrowers (or Administrative Borrower on behalf of Borrowers) that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuingexists, or would result from exist immediately after giving effect to such extension of credit, which constitutes a Default or an Event of Default; (iii) The Parent and its Subsidiaries, taken as a whole, are Solvent; and (iiiiv) No event has occurred the Loan, Letter of Credit or Credit Support requested is permitted to be secured by the Agent’s Liens in accordance with, and without violating, any of the Note Indentures. There is continuingno obligation of any of the Borrowers or any of the Guarantors under any of the Note Indentures to secure any of the obligations under any of the Note Indentures with any assets to which the Agent’s Liens attach or purport to attach, or would result from such extension to otherwise share with the obligations under any of creditthe Note Indentures the Agent’s Liens, which has had whether ratably with the Secured Obligations or would have a Material Adverse Effectotherwise. (b) The Agent shall have received a Notice of Borrowing delivered in accordance with Section 1.2(b)(i). (c) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share Shares of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed AvailabilityAvailability of the applicable Borrower, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Lender's Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i). (c) The Interim Financing Order (if such date is on or after the Interim Financing Order Date but is prior to the Final Financing Order Date) or the Final Financing Order (if such date is on or after the Final Financing Order Date), as the case may be, and the CCAA Order, each in form and substance satisfactory to the Administrative Agent and the Majority Lenders, shall be in full force and effect and shall not have been reversed, stayed, modified or amended, except for such modifications and amendments mutually agreed to by Foamex, the Administrative Agent and the Majority Lenders.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower LS&Co that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, Loan (including the initial Revolving Loans on the Closing Date), and the obligation of the Agent to cause the Letter of Credit Issuer Issuers to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date date, in which case such representations and warranties were true and correct in all material respects as of such prior date, and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and the Borrowing or issuance of the Letter of Credit is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance compliance with the provisions of Sections 1.3 and 1.2(i)Article II.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Date shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such so long as any Senior Subordinated Notes remain outstanding, at the time of each Borrowing the Lenders shall exceed Availabilityhave received a certificate, providedin form and substance satisfactory to the Agent, however, establishing to the satisfaction of the Agent that the foregoing conditions precedent are not conditions Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture as of the date of this Agreement) after giving effect to each Lender participating in the respective Borrowing is greater than 2.25: 1.0 during the four full fiscal quarters ending on or reimbursing prior to the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i)relevant Funding Date.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such datedate (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan or Credit Support without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with Sections 2.2(h), (i) and (j); and (c) the provisions of Sections 1.3 Confirmation Order shall be in full force and 1.2(i)effect and shall not have been reversed, stayed, modified or amended, except for such modifications and amendments mutually agreed to by the Borrower, the Agent and the Majority Lenders.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Loan Ex-Im Bank Guaranteed Loans, Non-Ratable Loans or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the any Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Loan Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Loan Parties that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No event Default or Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Defaultproposed Borrowing; and (iiic) No event has occurred The proposed Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans PLUS the aggregate amount available for drawing under all outstanding Letters of Credit and is continuingin respect of any Credit Support, to exceed the Borrowing Base or would result from such extension the combined Commitments of creditthe Lenders. Except as provided by SECTION 11.1(A), which has had no Borrowing or would have a Material Adverse Effect. (b) No such Borrowing issuance of any Letter of Credit or Credit Support shall exceed the Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTION 1.2(H) and 1.2(iSECTION 1.2(I).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of Credit Issuer to issue be issued any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the either Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iiib) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. without limiting SECTION 10.1 (b) No ), the amount of the Availability as to each Borrower shall be sufficient to make such Borrowing shall exceed Revolving Loans to that Borrower without exceeding that Borrower's Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 SECTIONS 2.2(g), (h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Loan and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower LS&Co that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall will cause the Aggregate Revolver Outstandings, after giving effect to such Borrowing, to exceed Availabilitythe Borrowing Base, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(i) and 1.2(i1.2(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The Borrowing the following statements shall be true, and the acceptance request or deemed request by the Borrower Borrowers of any extension of credit Borrowing shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit Borrowing as though made on and as of such date, other than any such representation or warranty which that relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Obligated Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No no event has occurred and is continuingor circumstance exists, or would result from such extension of creditBorrowing, which that constitutes a Default or an Event of Default; and; (iiic) No no event has occurred and is continuingor circumstance exists, or would result from such extension of creditBorrowing, which that has had had, or would have could reasonably be expected to have, a Material Adverse Effect.; and (bd) No the proposed Borrowing does not exceed the Unused Availability prior to giving effect to such Borrowing shall exceed Availability, provided, however, Borrowing; provided that the foregoing conditions precedent are not conditions to each any Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Lender’s Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 Section 2.2(i) and 1.2(iSection 2.2(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Administrative Borrower, dated the date of such extension of credit, stating that: (i) The After giving effect to any updated or supplemental Schedules delivered pursuant to Section 5.3(q), the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit (or with respect to such updated or supplemental Schedules, the last day of the prior Fiscal Quarter) as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from After giving effect to such extension of credit, which has had or would have a Material Adverse Effect(A) the Borrowers shall be in compliance with all of the terms and conditions of the Indentures and (B) all Obligations shall be Senior Debt (as such term is defined in Section 10.2 of each of the Indentures). (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The Borrowing the following statements shall be true, and the acceptance request or deemed request by the Borrower Borrowers of any extension of credit Borrowing shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement (other than Section 3.06) and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit Borrowing as though made on and as of such date, other than any such representation or warranty which that relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No no event has occurred and is continuingor circumstance exists, or would result from such extension of creditBorrowing, which that constitutes a Default or an Event of Default; and; (iiic) No no event has occurred and is continuingor circumstance exists, or would result from such extension of creditBorrowing, which that has had had, or would have could reasonably be expected to have, a Material Adverse Effect.; and (bd) No the proposed Borrowing does not exceed the Unused Availability prior to giving effect to such Borrowing shall exceed Availability, provided, however, Borrowing; provided that the foregoing conditions precedent are not conditions to each any Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Lender's Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 Section 2.01(b)(ix) and 1.2(iSection 2.01(b)(x).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of Credit Issuer to issue be issued any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iiib) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. without limiting Section 10.1 (b) No ), the amount of the Revolver Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Revolver Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateInitial Funding Date and the Term Loans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; andand 58 (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Aggregate Availability, providednor shall any Borrowing by FMC or FRC exceed its Availability PROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Revolving Credit Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders Lender to make each Loan, including Loan or to provide for the initial Revolving Loans on the Closing Date, and the obligation issuance of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to satisfaction or waiver of the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (iia) and (iii) b), with the same effect as the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officerthe chief executive officer or the chief financial officer or chief accounting officer of the Borrower, dated the date of such extension of credit, stating that: (ia) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have Lender has been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have Lender has explicitly waived in writing compliance with such representation or warrantywarranty and except where the representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be correct in all material respects on and as of such earlier date; and (iib) No event Event of Default has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the a Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the such Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability of a Borrower shall be sufficient to make such Borrowing shall exceed Revolving Loan for the account of such Borrower without exceeding its Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Loan or BABC Loan, Agent Advance made or Over Advance as provided in accordance with the provisions of Sections 1.3 2.2(h), (i), (j) and 1.2(i(k).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Effective Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue or permit the renewal (automatic or otherwise) of any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditBorrowing: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit Credit Extension shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of creditBorrowing, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though Credit Extension and are deemed made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of creditCredit Extension, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of creditCredit Extension, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date such as the Closing Date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Funds Administrator that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing with respect to any Borrower shall exceed Availability of such Borrower and no such Borrowing to any Borrower shall exceed Aggregate Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed AvailabilityAvailability (except to the extent expressly consented to by the Administrative Agent pursuant to Section 1.2(a)(i)), provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan (it being understood that the conversion or continuation of a Loan shall not be deemed to be the making of a Loan), including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement by Borrower each to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such extension of credit as though made on and as of such datedate (both immediately prior to, and after giving effect to, such extension of credit), other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not true and correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Combined Availability shall be sufficient to make such Borrowing shall exceed AvailabilityRevolving or Credit Support, provided, however, that 110 118 the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance Sections 2.2(h), (i) and (j). (c) The Interim Bankruptcy Court Order (if such date is on or after the Interim Bankruptcy Court Order Date but is prior to the Final Bankruptcy Court Order Date) or the Final Bankruptcy Court Order (if such date is on or after the Final Bankruptcy Court Order Date), as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended, except for such modifications and amendments mutually agreed to by the Borrowers, Alpha Tube, the Agent and the Majority Lenders, and there shall have been no material objections to the Final Bankruptcy Court Order by the United States Trustee or any major creditors or interested parties, which contests any finding in the Final Bankruptcy Court Order that the Agent or the Lenders are entitled to the benefits of Section 364(e) of the Bankruptcy Code and which remain subject to appeal. (d) The Agent shall have received a Notice of Borrowing from the applicable Borrowers to the extent required by Section 2.2(b). (e) No administrative claim that is senior to or pari passu with the provisions superpriority claims of Sections 1.3 the Agent and 1.2(ithe Lenders shall exist, except the Carve-Out Expenses (with respect to the Borrowers) and the Alpha Tube Carve-Out Expenses (with respect to Alpha Tube).

Conditions Precedent to Each Loan. The obligation of the --------------------------------- Lenders to make each Loan, including the initial Revolving Loans on the Closing Initial Funding Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit, including any Letters of Credit to be issued on the Initial Funding Date, shall be subject to the further conditions precedent that on and as of the date Funding Date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the ----------- ---- ----- same effect as the delivery to the Agent and the Lenders of a S-43 Second Amended and Restated Credit Agreement certificate signed by a Responsible OfficerOfficer of each Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior other date and except to the extent the Agent and the Lenders have has been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, -------- however, that the foregoing conditions precedent are not conditions to each ------- Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).. --------------- ---

Conditions Precedent to Each Loan. The obligation obligations of the US Lenders to make each Loan, including the initial any US Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the a US Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the US Borrower Representative, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date (which shall have been true and correct in all material respects as of such date) and except to the extent the Administrative Agent and the US Lenders have been notified in writing by the US Borrower Representative that any representation or warranty is not correct and the US Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such US Borrowing shall exceed AvailabilityUS Availability or cause the Aggregate Outstandings to exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero); provided, however, that each of the foregoing conditions precedent are not conditions to each US Lender participating in or reimbursing the Bank or the Administrative Agent for such US Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i1.2(h) or (i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Initial Funding Date, and the obligation of the Agent to cause the Letter of Credit L/C Issuer to issue any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; andand except that the Borrower may, from time to time, submit to the Agent, the L/C Issuer and each Lender updated Schedules 8.3, 8.5, 8.9, 8.15, 8.17, 8.18, 8.29 and 8.32; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.3(a), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Availability, Revolving Loan or to issue such Letters of Credit without exceeding the Availability or the Maximum Revolving Amount; provided, however, that the foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing the Bank L/C Issuer for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided in Section 2.3, or (ii) participating in or reimbursing BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the --------------------------------- Lenders to make each Loan, including the initial Revolving Loans on the Closing Initial Funding Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit, including any Letters of Credit to be issued on the Initial Funding Date, shall be subject to the further conditions precedent that on and as of the date Funding Date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the ----------- ---- ----- same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior other date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not -------- ------- conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).. --------------- ---

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (iI), (iiII) and (iiiIII) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower LS&Co that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 1.2(H) and 1.2(i(I).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii), (iii), (iv) and (iii) v), with the same effect as the delivery to the Agent and the Lenders of a certificate signed on behalf of such Borrower by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warrantydate; and (ii) No no Material Adverse Effect has occurred since December 31, 2002; and (iii) no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iiiiv) No event has occurred the aggregate Dollar amount that the Loan Parties are obligated to pay or have the right to receive under the Excluded Agreements does not exceed $1,000,000 on and is continuing, or would result from as of the date of such extension of credit, which has had or would have a Material Adverse Effect.; and (v) the aggregate Dollar amounts of the book value of the Coca-Cola Equipment does not exceed $200,000 on and as of the date of such extension of credit; and (b) No the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan or permit the issuance of such Letter of Credit or Credit Support without exceeding the Availability, ; provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank ASB or the Agent for such Lenders’ Pro Rata Share of any Swing Line ASB Loan or Agent Advance made as provided in accordance with the provisions Sections 2.2(h), (i) and (j) or participating in any Letter of Sections 1.3 and 1.2(iCredit or Credit Support as provided in Section 2.4(f).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial any additional Revolving Loans and the Term Loan on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Aggregate Availability, ; provided, however, that the foregoing conditions precedent are not conditions to each Revolving Credit Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, the Term Loans and the Capital Expenditure Loans, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.2(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Date shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuingoccurred, or would result from such extension of credit, which that constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuingoccurred, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Revolving Loan Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 Section 1.2(h) (Making of Non-Ratable Loans) and Section 1.2(i) (Agent Advances).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligors that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateInitial Funding Date and the Term Loans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).. ARTICLE

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:: 42 (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loan, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (i), (iiI) and (iii) II), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this containedinthis Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 2.2(h), (i) and 1.2(i(j). (c) No order shall have been entered in any of the Bankruptcy Cases, (i) for the appointment of a trustee or receiver, (ii) to convert any Bankruptcy Case from a proceeding under chapter 11 of the Bankruptcy Code to a proceeding under chapter 7 of the Bankruptcy Code, or (iii) to dismiss any Bankruptcy Case. (d) Xxx Xxxx & Associates or another financial advisor reasonably acceptable to Agent shall have been (and shall continue to be) retained by the Borrower on behalf of itself and the Guarantors. (e) The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect; PROVIDED, that: (i) if (A) the proposed date for the making of such Loan or issuance of such Letter of Credit is thirty (30) days or more after the date of the entry of the Interim Order or (B) the making of such Loan or the issuance of such Letter of Credit would cause the aggregate amount of all Loans and Letters of Credit then outstanding to exceed the amount thereof which was authorized by the Bankruptcy Court in the Interim Order (collectively, the "ADDITIONAL CREDIT"), the Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Agent) of an order of the Bankruptcy Court substantially in the form of Exhibit G, which, as entered, shall be acceptable in form and substance to Agent (the "FINAL ORDER"); and (ii) at the time of the extension of any Additional Credit the Final Order shall be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect. (f) In connection with the first Loan to be made on or after the fifth Business Day after entry by the Bankruptcy Court of the Final Order, Agent shall have received a certified copy of the Final Order. (g) None of the Bankruptcy Cases shall have been dismissed or converted to chapter 7 of the Bankruptcy Code, neither the Borrower nor any Guarantor shall have filed an application for an order converting its Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code, and no trustee under chapter 7 or chapter 11 of the Bankruptcy Code shall have been appointed in any of the Bankruptcy Cases.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans Loans, if any, on or after the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and. (iiib) Neither the Agent nor any Lender shall have received from the Borrower or any other Person any notice that any Collateral Document will no longer secure on a first priority basis, subject only to Permitted Liens, future advances or future Loans to be made or extended under this Agreement. (c) No event or circumstance has occurred and is continuing, or would exists that could reasonably be expected to result from such extension of credit, which has had or would have in a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) ), and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer on behalf of the Loan Parties, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent set forth in this Section 8.2 are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to --------------------------------- make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without superseding the requirement set forth in Section 10.1(b), --------------- the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Availability, provided, however, that the foregoing -------- ------- conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).. --------------- --- ---

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan DIP Financing Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank of America or the Administrative Agent for such Lenders’ Lender's Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Original Closing Date and the Term Loans and any Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan or permit the issuance of such Letter of Credit or Credit Support without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BofA or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BofA Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) ), and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer on behalf of the Loan Parties, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse EffectEffect since the latest date of the Financial Statements delivered to the Lenders pursuant to Section 5.2(a). (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent set forth in this Section 8.2 are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made or Revolving Loan as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j) and Section 2.3(e)(2).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial and all subsequent Revolving Loans on the Closing DateLoans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower any Obligor of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii), (iii) and (iiiiv) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligors that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event Default or Event of Default has occurred and is continuing, continuing or would result from such extension of credit, which constitutes a Default or an Event of Default; and; (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect; and (iv) Each of the Obligors is Solvent. (b) No such Borrowing shall exceed Availability, ; provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Swingline Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including including, without limitation, the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to cause the Letter of Credit Issuer to issue be issued or to provide credit support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or credit support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit (except an Agent Advance or a deemed loan under Section 4.7) shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (i), clause (ii) ), and clause (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligated Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.; (b) The Agent shall have received satisfactory evidence that the Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority security interest, lien, collateral assignment, and pledge as of such date in all Collateral as security for the Obligations (excluding Existing Obligations in the case of property owned by a Newly Obligated Party), to the extent any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral), in each case in form and substance satisfactory to the Agent; provided that upon the Agent's request, the Obligated Parties shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral as may be required for perfection under any Requirement of Law; and (c) No such Borrowing or issuance of any Letter of Credit shall exceed Availability, the Availability (except as may be expressly permitted by this Agreement); provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share Share, based upon its Revolving Loans Commitment, of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and Section 1.2(i) or Section 1.2(j).

Conditions Precedent to Each Loan. The obligation of the Revolving Lenders or the Term Lenders, as the case may be, to make each Loan, including the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of such Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Administrative Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed AvailabilityAvailability of the applicable Borrower, provided, however, that the foregoing conditions precedent are not conditions to each Revolving Lender participating in or reimbursing the Bank or the Administrative Agent for such Lenders’ Revolving Lender's Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Administrative Borrower, dated the date of such extension of credit, stating that: (i) The After giving effect to any updated or supplemental Schedules delivered pursuant to Section 5.3(q), the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit (or with respect to such updated or supplemental Schedules, the last day of the prior Fiscal Quarter) as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans and the Term Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligors that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateLoans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:credit (provided, however, that such conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any Non-Ratable Loan made in accordance with the provisions of Section 1.2(h) or for any drawing under a Letter of Credit or payment under a Credit Support): (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iiiii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Borrower Representative, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Representative that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability. (c) None of the Bankruptcy Cases shall have been dismissed or converted to chapter 7 of the Bankruptcy Code, providedno Borrower shall have filed an application for an order dismissing its or any other Borrower's Bankruptcy Case or converting its or any other Borrower's Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code, howeverand no trustee under chapter 7 or chapter 11 of the Bankruptcy Code shall have been appointed in any of the Bankruptcy Cases. No application shall have been filed by any Borrower for the approval of any other superpriority administrative claim in any Bankruptcy Case which is pari passu with or senior to the Claims of the Agent and/or any Lender against the Borrower (and, that other than the foregoing conditions precedent are Carve-Out, no such claim or lien has arisen) and neither the Interim Order nor the Final Order, as applicable, shall be stayed, modified, amended, reversed, rescinded or vacated. (d) If such Revolving Loan is to be made or such Letter of Credit is to be issued prior to the time at which the Bankruptcy Court shall have entered a final order (the "Final Order") in form and substance satisfactory to the Agent in its sole discretion, certified by the Clerk of the Bankruptcy Court as having been duly entered, the Interim Order shall be in full force and effect and shall not conditions have been vacated, reversed, modified, amended or stayed, and if such Revolving Loan is to be made or such Letter of Credit is to be issued after the 45th day after the Petition Date, the Final Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed. (e) As to each Lender participating in Revolving Loan to be made on or reimbursing after the Bank date on which the Final Order is entered, and with all their obligations current, the Borrowers shall have or shall have had Availability of at least $100,000,000 as of the date on which the Final Order is entered. (f) If, after giving effect to such Loan or such Letter of Credit, the aggregate outstanding principal amount of all Loans plus the aggregate outstanding undrawn amount of all Letters of Credit shall exceed $25,000,000, the Borrowers shall have delivered to the Agent the results of UCC-1 and other Lien searches, in all applicable jurisdictions, against the Borrowers (in each case dated as of a date reasonably satisfactory to the Agent) which searches shall reflect the absence of Liens on assets (including Inventory and Accounts) of the Borrowers, other than Liens (a) which are Permitted Liens (other than Liens which are Miscellaneous Liens as permitted on Schedule 6.7) and which secure obligations in an aggregate amount not to exceed $5,000,000, (b) which are otherwise reasonably satisfactory to the Agent or (c) for such Lenders’ Pro Rata Share of any Swing Line Loan or which termination statements and releases reasonably satisfactory to the Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i)have been tendered.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans Loans, if any, on or after the Closing Loan Availability Date, and the obligation of the Agent to issue or cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuingNeither the Agent nor any Lender shall have received from the Borrower any notice that any Collateral Document will no longer secure on a first priority basis, subject only to Permitted Liens, future advances or would result from such extension of credit, which has had future Loans to be made or would have a Material Adverse Effectextended under this Agreement. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of in Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement by each of the Obligated Parties to the effect set forth in clauses clause (i), clause (ii) ), and clause (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each of the Obligated Parties, dated the date of such extension of credit, stating that: (i) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Obligated Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; andand AMENDED AND RESTATED CREDIT AGREEMENT (iii) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.; (b) The Agent shall have received satisfactory evidence that the Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority security interest, lien, collateral assignment, and pledge as of such date in all Collateral as security for the Obligations (excluding Existing Obligations in the case of property owned by a Newly Obligated Party), to the extent any such Liens may be perfected under the UCC (but excluding any Liens on vehicles for which a certificate of title has been issued and Liens perfected solely by possession, but only to the extent the Agent has not requested perfection of its Liens in such vehicles or possession of such Collateral), in each case in form and substance satisfactory to the Agent; provided that upon the Agent’s request, the Obligated Parties shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral as may be required for perfection under any Requirement of Law; and (c) No such Borrowing or issuance of any Letter of Credit shall exceed Availability, the Availability (except as may be expressly permitted by this Agreement); provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share Share, based upon its Revolving Loans Commitment, of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and Section 1.2(i) or Section 1.2(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which that has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit Date shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Protective Advance made in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit or Credit Support shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The credit the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (iib), and clause (c) and (iii) following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Loan Parties, dated the date of such extension of credit, stating that: (ia) The the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Loan Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and; (iib) No no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iiic) No no event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such , whether resulting in whole or in part from an event that occurred prior to, or occurs after, the Closing Date. Except as provided by Section 11.1(a), no Borrowing or issuance of any Letter of Credit or Credit Support shall exceed the Availability, provided, however, that the foregoing conditions precedent are not conditions to the requirement for each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 Section 1.2(i) and 1.2(iSection 1.2(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Parent that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Ex-Im Bank Guaranteed Loan or Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i1.2(h), (i) or (j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Loan and the obligation of the Agent to take reasonable steps to cause the Letter of Credit Issuer to issue be issued any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iiib) No event has occurred and is continuing, the Agent shall have received a Notice of Borrowing on or would result from such extension prior to the date required by the terms of credit, which has had or would have a Material Adverse Effect.this Agreement; and (bc) No without limiting Section 10.1(b), the amount of the Revolver Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Revolver Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank of America or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BANA Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (iI), (ii) II), and (iiiIII) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer on behalf of the Loan Parties, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent set forth in this SECTION 8.2 are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 SECTIONS 1.2(H) and 1.2(i(I).

Conditions Precedent to Each Loan. The obligation of the Lenders Lender to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer Lender to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the each Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have Lender has been notified in writing by the any Borrower that any representation or warranty is not correct and the Required Lenders have Lender has explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would could reasonably be expected to have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and any Commitment Increase, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents which are qualified by an exception for Material Adverse Effect are true and correct on and as of the date of such extension of credit as though made on and as of such date and all other representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and; (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such Any extension of credit, which has had or would have a Material Adverse Effectcredit under this Agreement shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of the definition thereof in the Senior Secured Notes Indenture. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to issue or cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The : the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSE (iI) and CLAUSE (II), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each Loan Party, dated the date of such extension of credit, stating that: (i) : The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Loan Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) and No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and The amount of the Borrowing Base shall be sufficient to make such Revolving Loans or issue such Letters of Credit without the Availability being or becoming less than zero dollars (iii) No event has occurred and is continuing$0.00), or would result from such extension of creditPROVIDED, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 in SECTION 2.2(H), SECTION 2.2(I), and 1.2(iSECTION 2.2(J). The Agent shall have received satisfactory evidence that the Agent has a valid, exclusive (other than Permitted Liens), and perfected first priority security interest, lien, collateral assignment, and pledge as of such date in all Collateral and other property, if any, covered by the Agent Lien (to the extent any such Liens may be perfected under the UCC; PROVIDED that upon the Agent's request, the Loan Parties shall provide any additional agreement, document, instrument, certificate, or other item relating to any other Collateral as may be required for perfection under any Requirement of Law); Except as disclosed in writing to the Agent and the Lenders on or before the Closing Date, as of the Closing Date and as of the date of funding such Loan or issuing such Letter of Credit, there shall not have occurred any change which is materially adverse, in the Agent's or the Lenders' discretion, to the assets, liabilities, businesses, operations, or condition (financial or otherwise) of the Loan Parties in comparison to such conditions as presented by the Financial Statements and no Material Adverse Effect shall have occurred.

Conditions Precedent to Each Loan. The obligation of the Lenders to --------------------------------- make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, Availability ; provided, however, that the foregoing conditions precedent set forth in this Section 8.2 are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).such

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Original Closing Date and the Term Loans and any Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; andand 119 (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan or permit the issuance of such Letter of Credit or Credit Support without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BofA or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BofA Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders Lender to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent Lender to cause the Letter of Credit Issuer to issue any Letter of Credit or to provide Credit Support for a Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents to which the Borrowers are a party are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which (A) is qualified by a reference to "Material Adverse Effect" or any other materiality caveat, in which case such representation or warranty is correct in all respects, or (B) relates to a specified prior date date, and except to the extent the Agent and the Lenders have Lender has been notified in writing by the Borrower Borrowers that any representation or warranty is not correct and the Required Lenders have Lender has explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Loan or Agent Advance made in accordance with the provisions of Sections 1.3 and 1.2(i).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting Section 10.1(b), the amount of the Availability shall be sufficient to make such Borrowing shall exceed Revolving Loan without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank BABC or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 1.3 2.2(h), (i) and 1.2(i(j).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to cause the Letter of Credit Issuer to issue or permit the renewal (automatic or otherwise) of any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditBorrowing: (a) The following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of creditBorrowing, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and; (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect; and (iv) After giving effect to such extension of credit, Availability is equal to or exceeds an amount equal to two (2) weeks payroll expenses and payroll taxes of the Borrower and its Subsidiaries. (b) No such Borrowing shall exceed Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.3 1.2(h) and 1.2(i(i). (c) If the Borrowing requested is the first Borrowing to occur at the end of a Suspension Period, the Borrower will provide to the Agent all financial statements required under Section 5.2 for the most recently ended Fiscal Year or fiscal month, as applicable, to the extent not delivered as a result of the existence of such Suspension Period.

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Agent to take reasonable steps to cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or Credit Support for Letters of Credit, shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Borrower, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect. (b) No without limiting SECTION 10.1(b), the amount of the Availability of the Borrower shall be sufficient to make such Borrowing shall exceed Revolving Loan for the account of the Borrower without exceeding its Availability, providedPROVIDED, howeverHOWEVER, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Loan or Non-Ratable Loan, Agent Advance made or Over Advance as provided in accordance with the provisions of Sections 1.3 SECTIONS 2.2(h), (i), (j) and 1.2(i(k).

Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, Date and the obligation of the Agent to issue or cause the Letter of to be issued or to provide Credit Issuer to issue Support for any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit: (a) The the following statements shall be true, and the acceptance by the Borrower Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (iii) ii), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of each Loan Party, dated the date of such extension of credit, stating that: (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrower Loan Parties that any representation or warranty is not correct and the Required Majority Lenders have explicitly waived in writing compliance with such representation or warranty; and (ii) No event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; and (iii) No event has occurred and is continuing, or would result from such extension of credit, which has had or would have a Material Adverse Effect.; (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed Revolving Loans or issue such Letters of Credit without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ ' Pro Rata Share of any Swing Line Non-Ratable Loan or Agent Advance made in accordance with the provisions of in Sections 1.3 2.2(h), (i) and 1.2(i(j); (c) The Agent shall have received satisfactory evidence that the Agent has a valid, exclusive (other than Permitted Liens) and perfected first priority security interest, lien, collateral assignment and pledge as of such date in all Collateral and other property, if any, covered by the Agent Lien; (d) Except as disclosed in writing to the Agent and the Lenders on or before the Closing Date, as of the Closing Date and as of the date of funding such Loan or issuing such Letter of Credit, there shall not have occurred any change which is materially adverse, in the Agent's or the Lenders' discretion, to the assets, liabilities, businesses, operations, or condition (financial or otherwise) of the Loan Parties in comparison to such conditions as presented by the Financial Statements and no Material Adverse Effect shall have occurred.