Common use of Conditions Precedent to Each Loan Clause in Contracts

Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Loan, including the initial 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation With respect to any Borrower requesting an Advance, at the time of applicable Lenders to make each Loanthe making of such Advance, including the initial Loans on Advance (before as well as after giving effect to such request or Advance and to the Closing Date, and the obligation proposed use 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:proceeds thereof): (a) The following statements there shall exist no Default or Event of Default with respect to such Borrower; (b) all representations and warranties of such Borrower contained herein shall be true, true and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth correct in clauses (i) and (ii) all material respects 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 though 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) had been made on and as of the date of such extension request or Advance; (c) no law, regulation (including, without limitation, Regulation U or Regulation X), ruling or other governmental action shall be in effect or shall have occurred, the effect of credit as though made on which would be to prevent the Lenders from making the Advance or such Borrower from incurring the Loan; (d) the Lenders shall be satisfied that the Loans and as the use of such dateproceeds thereof comply in all respects with Regulation U. To the extent requested by the Agent from the Borrowers and required by Regulation U, other than any such representation or warranty which relates the Agent shall have received a copy of either (i) FR Form U-1, duly executed and delivered by each Borrower and completed for delivery to a specified prior date and except each Lender, in form acceptable to the extent Agent, or (ii) a current list of “margin stock” (as defined in Regulation U) from each Borrower, in form acceptable to the Agent and in compliance with Section 221.3(c)(2) of Regulation U, as applicable; and (e) with respect to Proposed New Borrowers under Section 5.05, the Agent and the Lenders shall have been notified received each of the items listed in writing Section 3.01(c), (d), (e) and (f), and such other documents or legal opinions as the Agent may reasonably request, all in form and substance satisfactory to the Agent and the Lenders. Each request for an Advance and the acceptance by the Borrowers that any representation or warranty is not correct in all material respects (or that any applicable Borrower of the proceeds thereof shall constitute a representation and warranty that is qualified by such Borrower, 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter date of Credit is the Advance, that the conditions specified in compliance with the provisions of Article II. Section 3.02(a), (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hc) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including Loan (or each advance of a Loan in the initial Loans on the Closing Date, and the obligation case of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit a Forward Flow Purchase Agreement) shall be subject to the further conditions precedent that the Lender shall have issued an Accepted Borrowing Request with respect thereto and shall have received, on and as of or before the date of any such extension Loan (or such advance of creditsuch Loan in the case of a Forward Flow Purchase Agreement), each of the following with respect to such Loan, dated such date and in form and substance satisfactory to the Lender: (a) The following statements shall be trueA copy of the Purchase Agreement (or Forward Flow Purchase Agreement, if applicable) for the related Asset Pool, properly executed on behalf of the Borrower and the acceptance Asset Pool Seller, pursuant to which the Asset Pool Seller shall have agreed to transfer all Assets constituting a part of such Asset Pool to the Borrower, effective as of the Borrowing Date, free and clear of all liens, claims and encumbrances except Permitted Liens and those disclosed in the related Purchase Agreement, together with copies of the UCC-1 Financing Statement naming the Asset Pool Seller, as seller/debtor, in favor of the Borrower, as purchaser/secured party, with an adequate description of the Assets contained in the Asset Pool being acquired (or of the Assets contained in the portion of the Asset Pool being acquired in the case of a Forward Flow Contract) and such other items as may be required by the applicable Borrowers of any extension of credit shall be deemed to be a statement to Lender; provided, however, in the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders case of a certificate signed by purchase of a Responsible Officerportion of an Asset Pool under a Forward Flow Purchase Agreement, dated such copy of the UCC-1 Financing Statement may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension portion of credit, stating that:the Asset Pool. (ib) The representations A Note in the principal amount of the related Loan, properly completed and warranties contained executed on behalf of the Borrower. (c) Evidence of receipt by the Lender of the Borrower's Asset Pool Equity Contribution with respect to the related Asset Pool, net of any Purchase Expenses paid or incurred by the Borrower in this Agreement and connection with consummation of its purchase of such Asset Pool. (d) A duplicate copy of the computer disk (or other Loan Documents are correct in medium reasonably acceptable to the Lender) showing all material respects (and any representation and warranty that is qualified relevant information as to materiality the Accounts being purchased by the Borrower, as provided by the Asset Pool Seller pursuant to the Purchase Agreement; provided, however, in the case of a purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, such duplicate copy of the computer disk (or Material Adverse Effect is correct in all respectsother medium reasonably acceptable to the Lender) on and as of may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension of credit as though made on and as portion of such dateAsset Pool. (e) A certificate of a responsible officer of the Servicer in favor of the Lender and the Borrower stating that, 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 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; (ii) No Default or Event of Servicer's best knowledge, no Servicer Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (bf) No such Borrowing shall exceed U.S. Availability or Canadian Availability, Such other information as applicable. Notwithstanding anything the Lender may request to verify the contraryTotal Cost of the Asset Pool, the foregoing conditions precedent in this Section 9.2 are not conditions nature or amount of the Accounts to (1) constitute a part thereof or any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17other matter related thereto.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Lender to make each Loan, including the initial Loans on the Closing Dateand to issue, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue amend, renew or extend any Letter of Credit shall be Credit, is subject to the further conditions precedent that on and as satisfaction of the date of any such extension of creditfollowing conditions: (a) The following statements shall be true, representations and warranties of the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect Loan Parties set forth in clauses (i) the Loan Documents shall be true and (ii) correct in all material respect 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) though made on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of credit such Letter of Credit, as though made on applicable (it being understood 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 agreed that any representation or warranty which by its terms is not made as of a specified date shall be required to be true and correct in all material respects (or that any representation and warranty that is qualified only as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with of such representation or warrantyspecified date); (iib) No At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default has shall have occurred and be continuing; (c) If such Borrowing is continuingin respect of a Revolving Loan, or would result from Lender shall have received a Borrowing Base Certificate, dated as of the date of such extension Borrowing, which calculates the Borrowing Base as of creditthe Business Day immediately preceding the date of such Borrowing; and (iiid) The Borrowing or issuance the issuance, amendment, renewal or extension of the any Letter of Credit, Availability shall not be less than zero. Each request for a Loan and each issuance, amendment, renewal or extension of a Letter of Credit is shall be deemed to constitute a representation and warranty by each Borrower on the date thereof as to the matters specified in compliance with the provisions of Article II. paragraphs (a), (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary(c), the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hd) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17this Section.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Holder to make each Loan, Loan (including the initial 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 Initial Loan) will be subject to the further satisfaction or waiver of the following conditions precedent precedent: (i) the provision by each Borrower to Holder of a Drawdown Notice on a date that is on and or prior to three (3) Business Days prior to the date on which the Loan is to be made; (ii) Holder shall have received a certificate duly executed by an officer of each Borrower, dated as of the date of any such extension of credit: (a) The following statements shall be trueInitial Loan Closing Date or Delayed Draw Closing Date, as the case may be, and duly executed and delivered by an officer of each Borrower, in which certificate each Borrower shall agree and acknowledge that the acceptance by the applicable Borrowers of any extension of credit statements made therein shall be deemed to be a statement to the effect set forth in clauses (i) true and (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 correct 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 each Borrower as of such date, other than and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct as of the Initial Loan Closing Date or Delayed Draw Closing Date, or as of any earlier date specified in such representation or warranty which relates to a specified prior date representations and except to the extent the Agent and the Lenders have been notified in writing by the 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; warranties, (ii) No no Default or Event of Default has shall have then occurred and is be continuing, or would result from the Loan to be advanced on the Initial Loan Closing Date or Delayed Draw Closing Date, as the case may be, and (iii) all of the conditions applicable to such extension Loan set forth in Section 1.1(c) of creditthis Agreement have been satisfied; (iii) solely in respect of the Initial Loan, Holder shall have received fully executed versions of the Warrant Amendments with respect to all Company Warrants (other than the holders of the 2016 BPMX Warrants); (iv) solely in respect of the Delayed Draw Loan, the Borrowers shall have delivered updates to Schedule 1 to this Agreement, as applicable, as of the Delayed Draw Closing Date; (v) no material breach by Borrower of any provision of the Merger Agreement has occurred and is continuing; (vi) the representations and warranties contained herein shall be true and correct in all material respects on and as the date on which such Loan is made or as of any earlier date specified in such representations and warranties; and (iiivii) The Borrowing the absence of any Event of Default or issuance of the Letter of Credit is in compliance event which, with the provisions lapse of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrarytime, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in giving of notice or reimbursing both, would be an Event of Default hereunder either before or occurring as a result of making the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17Loan.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, Loan (including the initial Loans on the Closing Date), and the obligation of the Agent to cause the applicable 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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 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 Borrowers 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; (ii) No no Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The the Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian the then-current Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank Swingline Lender or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 2.4(f) and (h), or Sections 2.6(h) and (iSection 2.4(g), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial 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 or Credit Support shall be subject not only to the satisfaction of the conditions set forth in Section 8.1 (to the extent not otherwise satisfied on the Closing Date), but also 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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (b), and clause (c) and (ii) 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 (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 Borrowers Loan Parties 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; (iib) No Default or Event of Default has occurred and is continuing, or would result from such extension of creditproposed Borrowing; and (iiic) 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 in respect of any Credit Support, to exceed the Borrowing Base or the combined Commitments of the Lenders. Except as provided by Section 11.1(a), no Borrowing or issuance of the any Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or Credit Support shall exceed U.S. Availability or Canadian the Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any the requirement for each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 1.2(h) and (hSection 1.2(i), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, all Loans (including the initial Loan) other than Letter of Credit Loans, to continue any Eurocurrency Rate Advances as such or to convert any outstanding Advances to Eurocurrency Rate Advances, to make Bid Loans on as to which the Closing Date, Company has accepted the relevant Competitive Bid and the obligation of the Agent to cause the applicable Letter issue, extend or renew Letters of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that fulfillment of the following conditions: (a) the representations and warranties of the Company contained in Article IV (except for the last sentence of Section 4.5) and of each Guarantor contained in its Guaranty shall be true and correct on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed on which each Loan is requested to be a statement made, on which each Advance is requested to the effect set forth in clauses (i) and (ii) be continued or converted or on which each Letter of Credit is requested to be issued, extended or renewed with the same force and 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 if 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 giving of the Borrowers that any representation relevant Notice of Borrowing, Continuation or warranty is not correct in all material respects (Conversion or that any the making of the relevant request 37 for the issuance, extension or renewal of a Letter of Credit shall constitute a 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 warrantyeffect; (iib) No Default or no Event of Default has or Unmatured Event of Default shall have occurred and is continuing, be continuing on the Borrowing Date or would result from such exist after giving effect to the making of the requested Loan, the requested continuation or conversion of an Advance or the issuance, extension or renewal of creditthe requested Letter of Credit; and (iiic) The Borrowing except with respect to any Committed Loan, the Agent shall have received a timely and properly completed Notice of Borrowing, Continuation or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian AvailabilityConversion, as applicable. Notwithstanding anything to the contraryrequired under Section 2.2 or Section 2.5, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent shall have received a timely and properly completed written request for such Lender’s Pro Rata Share the issuance, extension or renewal of any applicable Swingline Loan or Agent Advance made in accordance with the provisions a Letter of Sections 2.5(g) and (h), or Sections 2.6(h) and (i)Credit, as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of required under Section 13.172.10.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Lender shall not be required to make each Loan, any Loan (including the initial Loan), to continue a Loan for an additional Interest Period or to convert Loans of one Type to the other Type, unless on the Closing applicable Credit 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 trueXxxxxx has received, and in the acceptance by the applicable Borrowers case of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and the making of a Loan, the relevant Notice of Borrowing, or (ii) with the same effect as the delivery to the Agent and the Lenders conversion of a certificate signed Loan, the relevant Notice of Conversion, in each case executed by a Responsible Officer, dated the date of such extension of credit, stating that:any Person reasonably believed by Xxxxxx to be an Authorized Person; (ib) The No Default exists or would result from such borrowing or the application of the proceeds thereof, such continuation or such conversion; (c) Xxxxxxxx’s representations and warranties contained in this Agreement Article V, in the Security Agreement, and in each of the other Loan Facility 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 correct in all respects) on and as of the date of such extension of credit Credit Date 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 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 warrantyCredit Date; (iid) No Default There has not been promulgated, enacted, entered or Event enforced by any governmental or regulatory authority, body or entity any Law applicable to the transactions contemplated hereby, nor is there pending any action or proceeding by or before any such authority, body or entity involving a substantial likelihood of Default has occurred and is continuingan order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery, performance or enforceability of the Facility Documents, or would the making of the Loans or the enforceability, perfection or priority of Xxxxxx’s Lien on the Collateral; (e) Xxxxxx has received from counsel to Xxxxxxxx (who shall be reasonably satisfactory to Lender) a written opinion, in form and substance satisfactory to Lender, addressed to Xxxxxx and dated the date of such borrowing, conversion or continuation covering such matters incident to the transactions contemplated hereby as Lender may request, if as a result from of a change in Law or change in other circumstances, Xxxxxx has requested such extension an opinion; (f) All legal matters incident to the making, continuation or conversion of creditsuch Loan are satisfactory to Lender and its counsel; and (iiig) The Borrowing There shall have occurred no event, condition or issuance circumstance which Lender reasonably determines constitutes, or could constitute, a Material Adverse Effect. Each borrowing, continuation or conversion of a Loan shall constitute a representation and warranty by Borrower that the Letter of Credit is conditions contained in compliance with the provisions of Article II. Sections 4.02 (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary(c), the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hd) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including the initial 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 a Loan shall be subject to the further conditions precedent that the Effective Date shall have occurred and on and as of the date of any such extension of credit: Loan (a) The the following statements shall be true, true (and each of the giving of the applicable Notice of Loan and the acceptance by the applicable Borrowers Borrower of any extension the proceeds of credit such Loan shall be deemed to be constitute a statement to representation and warranty by the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated Borrower that both on the date of such extension notice and on the date of credit, stating that:such Loan such statements are true): (i) The the representations and warranties contained in in, and incorporated by reference from the Existing Credit Agreement into, this Agreement and the other Loan LOC 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 Loan, before and after giving effect to such Loan and to the application of credit the proceeds therefrom, as though made on and as of such date, other than date (except (i) for any such representation or and warranty which relates that, by its terms, refers to a specified prior specific date other than date of such Loan, in which case as of such specific date, (ii) that the Consolidated financial statements of the Parent Guarantor and except its Subsidiaries referred to in Section 4.01(f) of the Existing Credit Agreement shall be deemed to refer to the extent Consolidated financial statements of the Agent Parent Guarantor and its Subsidiaries most recently delivered to the Lenders have been notified Lender on or prior to the date of such Loan and (iii) that the projected Consolidated financial statements of the Parent Guarantor and its Subsidiaries referred to in writing by Section 4.01(h) of the Borrowers that any representation Existing Credit Agreement shall be deemed to refer to the projected Consolidated financial statements of the Parent Guarantor and its Subsidiaries most recently delivered to the Lender on or warranty is not correct in all material respects (or that any representation and warranty that is qualified as prior to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with date of such representation or warranty;Loan), and (ii) No Default or Event of Default no event has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing Loan or issuance from the application of the Letter of Credit is in compliance with the provisions of Article II. proceeds therefrom, that constitutes a Default; and (b) No the Lender shall have received (i) a certificate of the Guarantor, signed by a duly authorized officer thereof, certifying that the Guarantor has Available Assets on such Borrowing shall exceed U.S. Availability or Canadian Availabilitydate in excess of 105% of the aggregate principal amount of all Loans outstanding on such date, as applicable. Notwithstanding anything after giving effect to such Loan and to the contraryapplication of proceeds therefrom, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h)ii) such other approvals, opinions or Sections 2.6(h) and (i), documents as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17it shall have reasonably requested.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date, and the obligation of the Collateral Agent to cause the applicable Letter of to be issued or to provide L/C Credit Issuer to issue Support for any Letter of Credit and the obligation of the Lenders to participate in Letters of Credit or L/C 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 applicable Borrowers each Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) ), with the same effect as the delivery to the Collateral Agent and the Lenders of a certificate signed by a Responsible Officerthe president and chief financial officer 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 (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 that relates to a specified prior date and except to the extent the Collateral Agent and the Lenders have been notified in writing by the Borrowers a 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing the Collateral Agent and the Lenders shall have received such other approvals, opinions or issuance documents as they may reasonably request; (c) no order, judgment or decree of any Public Authority and no law, rule or regulation applicable to any Lender shall purport by its terms to enjoin, restrain or otherwise prohibit the making of the Letter of Credit is in compliance with the provisions of Article II.Loan to be made by such Lender; and (bd) No such Borrowing Since September 30, 1998, no material adverse change shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything have occurred with respect to the contrarybusiness, operations, assets or condition (financial or otherwise) of either Borrower, or of Imation and its Subsidiaries taken as a whole; provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank BABC or the Collateral Agent for such Lender’s 's Pro Rata Share of any applicable Swingline Swing Loan or Collateral Agent Advance made as provided in accordance with the provisions of Sections 2.5(g2.2(h), (i) and (hj), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation obligations of applicable the Lenders to make each Loan, including the initial Loans on the Closing Date, Tranche A Loan and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be each Tranche B Loan are subject to the further satisfaction of the following additional conditions precedent except that on items (b), (c) and as of the date of any such extension of credit(d) below shall not be applicable to continuations or conversions into Base Rate Loans where no new funds are advanced: (a) The following statements the Borrowers shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery have delivered to the Agent a Tranche A Borrowing Request or a Tranche B Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the Lenders of a certificate signed by a Responsible Officer, dated the requested date of for such extension of credit, stating that:Loan; (ib) The no Default or Event of Default shall exist or will occur as a result of the making of the requested Loan; (c) no Material Adverse Effect shall have occurred; (d) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct and shall be deemed to be repeated by the Borrowers as if made on the requested date for such Loan, except for any such representations and warranties as are expressly stated to be made as of a particular date which shall remain true and 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 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 warrantymade; (iie) No Default or Event the Guaranty and all of Default has occurred the Security Instruments shall be in full force and is continuingeffect and provide to the Lenders the security intended thereby; (f) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate, or would result from such extension conflict with any Requirement of creditLaw; and (iiig) The Borrowing the Agent and each Lender shall have received the payment of all fees payable by the Borrowers hereunder and the Agent shall have received reimbursement from the Borrowers, or issuance special legal counsel for the Agent shall have received payment from the Borrowers, for (i) all reasonable fees and expenses of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything counsel to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share which the Borrowers are responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of any applicable Swingline Loan Security Instruments, for which invoices have been presented as of or Agent Advance made in accordance with prior to the provisions date of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17requested Loan.

Conditions Precedent to Each Loan. The obligation obligations of applicable the Lenders to make each Loan, including the initial 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 Loan are subject to the further satisfaction of the following additional conditions precedent except that on items (b), (c) and as (d) below shall not be applicable to conversions of the date of any such extension of creditLIBO Rate Loans into Base Rate Loans where no new funds are advanced: (a) The following statements the Borrower shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery have delivered to the Agent a Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the Lenders of a certificate signed by a Responsible Officer, dated the requested date of for such extension of credit, stating that:Loan; (ib) The no Default or Event of Default shall exist or will occur as a result of the making of the requested Loan; (c) there shall exist no fact, circumstance or event which is having or could reasonably be expected to have a Material Adverse Effect; (d) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct and shall be deemed to be repeated by the Borrower or the relevant Subsidiary Guarantor, as the case may be, as if made on the requested date for such Loan, except for any such representations and warranties as are expressly stated to be made as of a particular date, which shall remain true and 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 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 warrantymade; (e) the Subsidiary Guaranties and all of the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (f) neither the consummation of the transactions contemplated hereby nor the making or incurrence of such Loan shall contravene, violate, or conflict with (i) any Requirement of Law applicable to the Loan Parties or (ii) No Default the Senior Subordinated Indenture, as amended or Event modified from time to time, and each Loan shall constitute "Senior Indebtedness" and "Permitted Indebtedness" under the Senior Subordinated Indenture and all the Liens created by any of Default has occurred and is continuing, or would result from the Security Instruments shall constitute "Permitted Liens" thereunder (as such extension of creditterms are defined therein); and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loans, the obligation of the Administrative Agent to cause the Letter of Credit Issuer to issue the Brazilian Letter of Credit, and the obligation of the Administrative 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 the following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (iI) and (ii) II), 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 (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 Administrative Agent and the Lenders have been notified in writing by the 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 Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which would have a Material Adverse Effect. (b) No The amount of the US Borrowing Base shall be sufficient to make such US Revolving Loans or issue such US Letters of Credit without exceeding the US Availability and the amount of the UK Borrowing Base shall exceed U.S. Availability be sufficient to make such UK Revolving Loans or Canadian issue such UK Letters of Credit without exceeding the UK Availability; PROVIDED, as applicable. Notwithstanding anything to the contraryHOWEVER, that the foregoing conditions precedent in this Section 9.2 are not (i) conditions to (1) any each Lender participating in or reimbursing the applicable Bank or the Administrative Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline Non-Ratable Loan or Administrative Agent Advance made in accordance with the provisions of Sections 2.5(gSECTIONS 1.2(K) and (h), or Sections 2.6(h1.2(l) and (i), as applicable or (2ii) conditions to any Participating Lender participating advance made under SECTION 1.2(C) (Advances in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions excess of Section 13.17US Availability/UK Availability).

Conditions Precedent to Each Loan. The Without limiting the applicability of the conditions precedent set forth in Section 7 below to the Lender's obligation of applicable Lenders to make each Loan, including the initial Loans on the Closing Datemake, and the Administrative Agent's obligation of the Agent to cause the applicable Letter of Credit Issuer distribute any Loan, such obligations to issue make and distribute any Letter of Credit Loan shall be subject to the further conditions precedent that that, on and as of the date of any each such extension of creditLoan: (ai) The following statements shall be true, and : (A) the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 Section 8 hereof are materially correct (except that the representations and the other Loan Documents are correct warranties contained in all material respects (Section 8.5, Title to Collateral, Section 8.7, Subsidiaries, Section 8.9, Place of Business, Section 8.17, Location of Collateral, Section 8.20, Solvency, Section 8.23, Reaffirmation, and any representation Section 8.26, Perfected Liens, shall be absolutely true and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respectscorrect) on and as of the date of such extension of credit Loan as though made on and as of such date, other than and (B) there exists no Default or Unmatured Default, nor would any such representation Default or warranty which relates to a specified prior date and except to any Unmatured Default result from the extent making of the Agent and the Lenders have been notified in writing Loan requested by the 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 warrantyBorrower; (ii) No Default Borrower shall have signed and sent to Administrative Agent, a request for advance, in form the form of Exhibit 5.1 setting forth in writing the amount and type of the Loan requested; and the statement containing the terms of the clause (i) above provided, however, that the foregoing condition precedent shall not prevent Administrative Agent, if it so elects, in its sole discretion, from making a Loan pursuant to Borrower's non-written request therefor; (iii) Administrative Agent shall have received such other approvals, opinions or Event of Default has occurred and is continuing, or would result from such extension of creditdocuments as it may reasonably request; and (iiiiv) The Borrowing With respect to Floorplan Inventory Loans, all necessary Floorplan Documents, as determined by Administrative Agent, shall be in full force and effect and there shall be no breach or issuance default thereunder. Borrower agrees that the making of a request by Borrower for a Loan, shall constitute a certification by Borrower and the Person(s) executing or giving the same that all representations and warranties of Borrower herein (other than under Sections 7.1.3, 8.5, 8.7, 8.9, 8.17, 8.20, 8.23, and 8.26 which shall be absolutely true and correct) are materially true as of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything date thereof and that all required material conditions to the contrary, making of the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been met.

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 applicable Lenders to make each Loan, including the initial 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), 2.4 or Sections 2.6(h) and (iSection 2.3(b), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. and the Issuance of Each ---------------------------------------------------------- Letter of Credit. The obligation of applicable Lenders the Lender to make each Loan, Loan including the ---------------- initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to Date or issue any Letter of Credit Credit, shall be subject to the satisfaction of further conditions precedent that on and as of the date of any such extension of credit: (a) The With respect to a request for Working Capital Loans, the Borrower shall be in compliance with Section 5.2(i) (and for the initial funding, Lender shall have received a Borrowing Base Certificate as of July 31, 1997) and a duly executed Notice of Borrowing, or telecopy or telex notice in lieu thereof, as and when required pursuant to Section 2.3(a); -------------- and (b) the following statements shall be true, and the acceptance by the applicable Borrowers any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) ), with the same ----------- ---- effect as the delivery to the Agent and the Lenders Lender of a certificate signed by a Responsible Officerthe president and chief financial officer 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 (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 subject only to such representation or warranty which relates exceptions as are not material and adverse to a specified prior date and Lender, except to the extent that the Agent and the Lenders have Lender has been notified in writing by the Borrowers a Borrower that any representation or warranty is not current or 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 has explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing the Lender shall have received such other approvals, opinions or issuance of the Letter of Credit is documents as it may reasonably request in compliance with the provisions of Article IIGood Faith. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including any additional Revolving Loans and the initial Loans Term Loan 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 applicable Borrowers any 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 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 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which has had or would have a Material Adverse Effect. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability; provided, as applicable. Notwithstanding anything to the contraryhowever, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Revolving Credit Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h1.2(h) and (i). (c) In the case of any Borrowing of Delayed Draw Term Loan, as applicable or (2i) any Participating Lender participating the Appraisal Condition shall have been satisfied in a Canadian Revolving manner satisfactory to the Agent; and (ii) such Borrowing of Delayed Draw Term Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17shall not exceed Delayed Draw Aggregate Availability.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, Loan (including the initial 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 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 2.3(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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 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 Borrowers 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;; provided that, if such Borrowing is being incurred to fund a Limited Condition Acquisition for which a LCA Election has been made, the Specified Representations shall be 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 LCA Test Date, other than any such representation or warranty which relates to a specified prior 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 no Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The provided that, if such Borrowing is being incurred to fund a Limited Condition Acquisition for which a LCA Election has been made, no Default or issuance Event of Default shall have occurred as of the Letter of Credit is in compliance with the provisions of Article IILCA Test Date. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Revolving Lenders or the Term Lenders, as the case may be, to make each Loan, including the initial any Loans on the Closing Date, and the obligation obligations of the Agent Agents 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 Borrowing the following statements shall be true, and the acceptance request or deemed request by the applicable 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 (b), clause (c), clause (d) and clause (iie) following with the same effect as the delivery to the Agent and the Lenders Agents 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 (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 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 Agents and the Lenders have been notified in writing by the Borrowers Obligated Parties 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 requisite Lenders (as provided in Article 13) have explicitly waived in writing compliance with such representation or warranty; (iib) No Default no event or Event of Default has occurred and is continuingcircumstance exists, or would result from such extension Borrowing, that constitutes a Default or an Event of creditDefault; (c) no event or circumstance exists, or would result from such Borrowing, that has had, or could reasonably be expected to have, a Material Adverse Effect; (d) the proposed Borrowing (other than in the case of Term Loans) does not exceed the Unused Availability prior to giving effect to such Borrowing and will not require a payment under the third sentence of Section 4.1(a); and (iiie) The the proposed Borrowing does not violate the borrowing or issuance debt incurrence limits set forth in any of the Letter of Credit Second Lien Debt Documents and is permitted to be incurred and secured by all applicable Secured Debt Documents (as defined in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, Second Lien Debt Agreement); provided that the foregoing conditions precedent in this Section 9.2 are not conditions to any Revolving Lender (1i) any Lender participating in or reimbursing BofA (individually or in its capacity as the applicable Bank or the Agent Administrative Agent, as applicable) for such Revolving Lender’s Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 2.2(i) and (h), or Sections 2.6(hSection 2.2(j) and (i), as applicable or (2ii) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks any Letter of Credit in accordance with the provisions of Section 13.1714.16(b).

Conditions Precedent to Each Loan. The obligation of applicable 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 applicable 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 Asset Purchase Commitment shall not have been rescinded, revoked or terminated, but shall be in full force and effect, unless the Borrowers shall have received another binding offer to purchase all or substantially all of their assets on terms that are no less favorable than those contained in the Asset Purchase Commitment and that are otherwise satisfactory to Administrative Agent and Lenders in their sole discretion. (b) The following statements shall be true, and the acceptance by the 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 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 (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 Administrative Agent and the Lenders have been notified in writing by the 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which has had a Material Adverse Effect. (bc) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank of America or the Administrative Agent for such Lender’s 's Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 1.2(i) and (h), or Sections 2.6(hj) and Section 12.15(a) and (ic). (d) The terms of the Pre-Petition Secured Party Protection Order shall not have been altered, as applicable modified or (2) amended in any Participating Lender participating manner that is not satisfactory to Administrative Agent in its sole and absolute discretion, nor shall the Borrowers have filed any such motions or taken any other such action to alter, modify or amend the terms of the Pre-Petition Secured Party Protection Order in a Canadian Revolving Loan funded by the Canadian Funding Banks manner that is not satisfactory to Administrative Agent in accordance with the provisions of Section 13.17its sole and absolute discretion.

Conditions Precedent to Each Loan. The obligation of applicable Lenders --------------------------------- to make each Loan, including the initial 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 hereunder is subject to the further conditions precedent that on and as fulfillment of each of the date of any following conditions immediately prior to or contemporaneously with such extension of creditLoan: (a) The following statements All of the representations and warranties of Borrower under this Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Loan, shall be truetrue and correct at such time, both before and after giving effect to the acceptance by application of the applicable Borrowers proceeds of any extension the Loan; (b) The incumbency of credit the Authorized Signatories shall be deemed as stated in the certificate of incumbency contained in the certificate of Borrower delivered to be Administrative Agent or as subsequently modified and reflected in a statement certificate of incumbency delivered to Administrative Agent; (c) There shall not exist, on the date of the making of the Loan and after giving effect thereto, a Default of which Borrower has knowledge or an Event of Default hereunder and Administrative Agent shall have received a Request for Advance so stating; (d) Administrative Agent shall have received a fully executed and properly supported Request for Advance in substantially the form attached as Exhibit 1.1 (a) hereto and incorporated herein by reference and all such other certificates, reports, statements, title insurance endorsements, opinions of counsel and other documents as Administrative Agent may reasonably request including, without limitation, to the effect set forth in clauses extent applicable (i) a certified copy of the purchase and sale agreement for the acquisition of such Non-Collateral Property; (ii) a certified copy of the settlement statement for the acquisition of such Non-Collateral Property; and (iii) certified copies of any invoices for related acquisition costs borne by Borrower not included in the settlement statement delivered by Borrower in accordance with subsection (ii); (e) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (f) Concurrent with the delivery of the appropriate notice required pursuant to Section 3.1(d) above, Borrower shall have delivered a certificate of Senior Management of Borrower substantially in the form of Exhibit 7.3, (i) ----------- demonstrating compliance with the financial covenants contained in Article 6 by calculation thereof after giving effect to the making of the requested Loan (and the application of the proceeds thereof), and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Credit Parties propose to take 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:respect thereto; and (ig) The representations Borrower shall otherwise have complied with all of the terms and warranties contained in conditions of this Agreement and the other Loan Credit Documents are correct in all material respects (and any representation and warranty that is qualified as relating 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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article IILoan. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders each Bank to make each Loan, including the initial 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 Loan is subject to the further conditions precedent that on and as fulfillment of each of the date following conditions immediately prior to or contemporaneously with the making of any such extension of creditLoan, unless waived in writing by the Administrative Agent and each Bank: (a) The following statements Administrative Agent shall have received the appropriate notice of borrowing pursuant to Section 2.2(a); (b) The Loan Commencement Event shall have occurred; (c) Immediately after giving effect to each such Loans, the aggregate principal amount of Loans made hereunder, determined without regard to any repayments or prepayments thereof, shall not exceed MBIA's Cumulative Losses incurred after the occurrence of the Loan Commencement Event; (d) If such Loans are Tranche A Loans, the aggregate amount of such Loans does not exceed the aggregate Available Tranche A Commitment in effect on such date, or if such Loans are Tranche B Loans, the aggregate amount of such Loans does not exceed the aggregate Available Tranche B Commitment in effect on such date (in each case after giving effect to any reduction of Commitments on such date pursuant to Section 3.2); and (e) The aggregate amount of such Loan to be truemade by any Bank (other than a Fronting Bank Loan) does not exceed the Commitment of such Bank in effect on such date (after giving effect to any reduction thereof on such date pursuant to Section 3.2) minus the aggregate principal amount of Loans theretofore made by such Bank (other than a Fronting Bank Loan) hereunder without regard to any repayment or prepayment thereof. Each borrowing hereunder, and the acceptance whether or not accompanied by the applicable Borrowers a written notice of any extension of credit borrowing, shall be deemed to be a statement representation and warranty by MBIA on the date thereof as to the effect satisfaction of the conditions set forth in clauses paragraphs (ib), (c), (d) and (iie) 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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article IIabove. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Lender shall not be required to make each Loan, any Loan (including the initial Loan), to continue a Loan for an additional Interest Period or to convert Loans of one Type to the other Type, unless on the Closing applicable Credit 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 trueLender has received, and in the acceptance by the applicable Borrowers case of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and the making of a Loan, the relevant Notice of Borrowing, or (ii) with the same effect as the delivery to the Agent and the Lenders conversion of a certificate signed Loan, the relevant Notice of Conversion, in each case duly executed by a Responsible Officer, dated the date of such extension of credit, stating that:Borrower; (ib) The no Default exists or would result from such borrowing or the application of the proceeds thereof, such continuation or such conversion; (c) each Obligor’s representations and warranties contained in this Agreement Article V or in the Security Agreement, are true 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 Credit Date 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 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 warrantyCredit Date; (iid) No Default there has not been promulgated, enacted, entered or Event enforced by any governmental or regulatory authority, body or entity any Law applicable to the transactions contemplated hereby, nor is there pending any action or proceeding by or before any such authority, body or entity involving a substantial likelihood of Default has occurred and is continuingan order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery, performance or enforceability of the Credit Documents, or would the making of the Loans or the enforceability, perfection or priority of Lender’s Lien on the Collateral; (e) Lender has received from counsel to Borrower and Guarantor (who shall be reasonably satisfactory to Lender) a written opinion, in form and substance satisfactory to Lender, addressed to Lender and dated the date of such borrowing, conversion or continuation covering such matters incident to the transactions contemplated hereby as Lender may request, if as a result from of a change in Law or change in other circumstances, Lender has requested such extension an opinion; (f) all legal matters incident to the making, continuation or conversion of creditsuch Loan are satisfactory to Lender and its counsel; and (iiig) The Borrowing there shall have occurred no event, condition or issuance circumstance which Lender reasonably determines constitutes, or could constitute, a Material Adverse Effect. Each borrowing, continuation or conversion of a Loan shall constitute a representation and warranty by Borrower that the Letter of Credit is conditions contained in compliance with the provisions of Article II. Sections 4.02 (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary(c), the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hd) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to ------------------------------------- make each Loan, including the initial Loans Revolving Loans, if any, on or after the Closing Loan Availability Date, and the obligation of the Agent to issue or cause the applicable 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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i), (ii) and (ii) 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 (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 Borrowers 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty; (ii) No Default or Event of Default 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) The Borrowing Neither 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 issuance of the Letter of Credit is in compliance with the provisions of Article IIfuture Loans to be made or extended under this Agreement. (b) No The amount of the Borrowing Base shall be sufficient to make such Borrowing shall exceed U.S. Availability Revolving Loans or Canadian issue such Letters of Credit without exceeding the Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that the foregoing conditions precedent in this Section 9.2 are not -------- ------- conditions to (1) any each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of in Sections 2.5(g2.2(h), (i) and (hj), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.. --------------- --- ---

Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Loan, including the initial 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 Lender shall have received a duly executed copy of a Borrower Funding Request for such Loan in accordance with Section 2.03; (b) Delivery of all reasonable due diligence (to the extent supplemental due diligence is conducted by Lender with respect to such Loan); (c) The making of such Loan, and the application of the proceeds thereof, shall not result in the Outstanding Aggregate Loan Amount exceeding the Available Facility Amount; (d) The making of such Loan, and the application of the proceeds thereof, shall not result in a Borrowing Base Deficiency; (e) On the applicable Funding Date, the following statements shall be true, true (and the acceptance each Borrower by the applicable Borrowers of any extension of credit delivering such Borrower Funding Request shall be deemed to be a statement to the effect set forth in clauses (i) and (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 have certified that:): (i) The the representations and warranties contained set forth in this Agreement Article VI are true and the other Loan Documents are correct in all material respects (except for on the Closing Date, in which case the representations and any representation warranties are true and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respectson the Closing Date) on and as of the date of such extension of credit day as though made on and as of such date, other than day and shall be deemed to have been made on such day (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in 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 that any case, such representation or warranty is not shall have been true and 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 of such representation or warrantydate); (ii) No such Borrower is in compliance with all covenants set forth in Article VII; (iii) all conditions precedent to the making of such Loan have been satisfied; (iv) no Default or Event of Default has occurred and is continuing, or would result from such extension Loans; (v) all of creditthe Servicing Rights included in the most recently delivered Electronic File are Eligible Servicing Rights, except for any non-qualifying Servicing Rights listed as such therein, and all Recourse Servicing Obligations have been identified as such in a schedule attached to such Electronic File; (f) The Lender shall have received (i) with respect to the Initial Borrower Funding Request, the initial Electronic File; and (ii) with respect to any subsequent Borrower Funding Request, a subsequent Electronic File on or prior to time required by Section 2.03; (g) With respect to any Borrower Funding Request, an Acknowledgement Agreement from each Agency with respect to which the related Servicing Rights will be pledged under the Agreement and consents from all third parties, including warehouse lenders, as needed, except to the extent the foregoing have already been received; (h) With respect to the Initial Borrower Funding Request, an Opinion of Counsel, delivered by outside counsel acceptable to the Lender in its reasonable discretion, opining as to: security interest creation, perfection and priority; (i) All Facility Documents shall continue to be in full force and effect in all material respects; and (iiij) The Borrowing or issuance due filing of a UCC financing statement on Form UCC3, in form and substance satisfactory to the Letter of Credit is in compliance Lender, with respect to the UCC1 initial financing statement file number 20150383629, filed by JPMorgan Chase Bank, N.A. with the provisions Delaware Secretary of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian AvailabilityState on January 28, as applicable2015. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent BORROWERS’ EXISTING FINANCING FACILITIES1 ______________________ 1 PennyMac please provide for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.both borrowers

Conditions Precedent to Each Loan. (a) The obligation of applicable Lenders Lender to make the Loan to a Borrower hereunder is subject to the condition precedent that Lender shall have received, on or before the Closing Date (unless otherwise indicated), all of the following, each Loan, including the initial Loans on dated (unless otherwise indicated) as of the Closing Date, in form and the obligation of the Agent substance satisfactory to cause the applicable Letter of Credit Issuer Lender in its sole discretion. References in this Section 3.01 (a) to issue any Letter of Credit Borrower, Note and Vessel shall be subject to the further conditions precedent that on Borrower requesting the Loan, and as of the date of any such extension of creditBorrower's Note and Vessel: (a1) The following statements the Note evidencing the Loan, properly executed on behalf of Borrower on or prior to the Funding Date of such Advance and dated the Closing Date; (2) all Security Documents and Loan Documents to which Borrower is a party or otherwise applicable to Borrower's Loan, properly executed on behalf of Borrower, the Guarantors and other parties thereto, as applicable; the form of the Security Documents for each Advance hereunder shall be truesubstantially in the form of the Security Documents for the initial Advance hereunder, with such changes as may be reasonably requested by Lender; (3) copies of the Articles of Incorporation and Bylaws or other organizational documents of Borrower, its Guarantors and their constituent entities, as applicable, certified by an authorized officer of such entity as being true and correct copies thereof; (4) a signed copy of a certificate of an authorized officer of Borrower and its Guarantors which shall certify the names of the officers of such entity authorized to execute and deliver this Agreement, the Note, the Security Documents, the Loan Documents to which Borrower or its Guarantors are a party, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed other documents or certificates to be a statement delivered pursuant to the effect Loan Documents or the Security Documents, together with the true signatures of such officers. Lender may conclusively rely on such certificate until Lender shall receive a further certificate of an authorized officer of such entity canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (5) the opinions with respect to Borrower and its Guarantors set forth in clauses SCHEDULE 3.01(A)(5) hereto. (i6) a copy of the appropriate resolutions and (ii) with consents of Borrower and its Guarantors approving the same effect as the delivery to the Agent Loan and the Lenders of a certificate signed Loan Documents, certified by a Responsible Officer, dated the date Secretary (or other appropriate official) of such extension of credit, stating that: (i) The representations party as being a true 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 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 warrantycopy thereof; (ii7) No Default a good standing certificate with respect to Borrower and its Guarantors, issued as of a recent date by the Secretary of State or Event other appropriate and authorized official of Default has occurred and is continuing, or would result from such extension party's respective jurisdiction of credit; andincorporation; (iii) The Borrowing 8) subordinations or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availabilityreleases, as applicable. Notwithstanding anything to the contrarydeemed appropriate by counsel for Lender, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) executed by any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share creditors of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i)Borrower, as applicable or (2) well any Participating Lender participating Person having a security interest in a Canadian Revolving Loan funded the assets of Borrower which would include the assets covered by the Canadian Funding Banks in accordance with the provisions of Section 13.17.Security Documents, containing terms and conditions reasonably satisfactory to counsel for Lender;

Conditions Precedent to Each Loan. The obligation obligations of applicable the Lenders to make each Loan, including the initial 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 Loan are subject to the further conditions precedent that on and as satisfaction of the date of any such extension of creditfollowing additional conditions precedent: (a) The following statements a Borrower shall have delivered to the Administrative Agent a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan; and each statement or certification made in such Borrowing Request shall be truetrue and correct in all material respects on the requested date for such Loan; (b) no Default or Event of Default shall exist or will occur as a result of the making of the requested Loan; (c) if requested by the Administrative Agent or any Lender, the Borrowers shall have delivered evidence satisfactory to the Administrative Agent or such Lender substantiating any of the matters contained in this Agreement which are necessary to enable both Borrowers to qualify for such Loan; (d) the Administrative Agent shall have received, reviewed, and the acceptance approved such additional documents and items as described in Section 3.1 as may be requested by the applicable Borrowers of any extension of credit shall be deemed Administrative Agent with respect to be a statement to the effect set forth in clauses (i) and (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:Loan; (ie) The no Material Adverse Effect shall have occurred; (f) each of the representations and warranties contained in this Agreement and the other Loan Documents are shall be true and correct in all material respects (and provided that to the extent any representation and warranty that is qualified as to materiality or "Material Adverse Effect is correct in all respects) on and Effect" or otherwise as of the date of to "materiality", 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 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 true and correct in all respects) and shall be deemed to be repeated by the Required Lenders have explicitly waived in writing compliance with Borrowers as if made on the requested date for such representation or warrantyLoan; (iig) No Default or Event neither the consummation of Default has occurred and is continuingthe transactions contemplated hereby nor the making of such Loan shall contravene, violate, or would result conflict with any Requirement of Law; (h) the Administrative Agent and each Lender shall have received the payment of all fees payable by the Borrowers hereunder and the Administrative Agent shall have received reimbursement from such extension the Borrowers, or special legal counsel for the Administrative Agent shall have received payment from the Borrowers, for all reasonable fees and expenses of creditcounsel to the Administrative Agent for which the Borrowers are responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan; and (iiii) The Borrowing or issuance all matters incident to the consummation of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing transactions hereby contemplated shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything be satisfactory to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Administrative Agent for such and each Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation obligations of applicable the UK Lenders to make each Loan, including the initial Loans any UK Revolving Loans, as applicable on the Closing Date, and the obligation of the UK 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 applicable Borrowers a UK 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 Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the UK 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 (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 (which shall have been true and correct in all material respects as of such date) and except to the extent the UK Agent and the UK Lenders have been notified in writing by the Borrowers UK 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 UK Required Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which has had or would have a Material Adverse Effect. (b) No such UK Borrowing shall exceed U.S. UK Availability or Canadian Availabilitycause the Aggregate Outstandings to exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, as applicable. Notwithstanding anything US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) and no payment of Revolving Loans then required under Section 3.1 shall not have been satisfied prior to the contrarymaking of any such US Borrowing; provided, however, that each of the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each UK Lender participating in or reimbursing the applicable Bank or the Administrative Agent for such Lender’s UK Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g1.2(h) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders shall not be obligated to make each the Loans and the Loans shall be made by Lenders only in their sole discretion; further, Agent and Lenders may require that certain conditions precedent be satisfied before making any Loan, including the initial Loans on the Closing Datewhich shall include, 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 without limitation 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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) ), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officerthe president and chief financial officer of 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 (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 has been notified in writing by the Borrowers 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 Agent has explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing Agent shall have received a Use of Proceeds Schedule satisfactory to it and such other approvals, documents, agreements, or issuance of instruments as it may request, including without limitation, evidence that all Liens on the Letter of Credit is in compliance with Collateral granted and purported to be granted by Borrower hereunder have attached, are perfected, and are first priority Liens on the provisions of Article II.Collateral; (bc) No no order, judgment or decree of any Public Authority and no law, rule or regulation applicable to Agent or Lenders shall purport by its terms to enjoin, restrain or otherwise prohibit the making of such Borrowing Loan; and (d) since the Closing Date, no material adverse change shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything have occurred with respect to the contrarybusiness, the foregoing conditions precedent in this Section 9.2 are not conditions to operations, assets or condition (1financial or otherwise) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) Borrower and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17its subsidiaries.

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 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed the Excess Availability, the U.S. Excess Availability or Canadian Multicurrency Excess Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), 2.3 or Sections 2.6(h) and (iSection 2.2(b), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial any 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 is subject to the further conditions precedent that on and as prior satisfaction of each of the date following conditions to the satisfaction of any such extension the Blackstone Representative (unless waived in writing by the Administrative Agent, acting at the direction of credit:the Blackstone Representative): (a) The following statements shall be trueDelivery to the Administrative Agent of a Committed Loan Notice in accordance with Section 2.2. (b) Each representation and warranty of the applicable Loan Parties, PASS Parent and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect Guarantor set forth in clauses (i) and (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 and any Transfer Agreement shall be true and 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 dateBorrowing (or, 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 that if any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified stated to have been made as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with of a specific date, as of such representation or warranty;specific date). (iic) No Default or Event of Default has shall have occurred and is continuing, be continuing or would shall occur as a result from such extension of credit; and (iii) The Borrowing or issuance of the Letter Borrowing of Credit is in compliance with the provisions of Article IIsuch Loan. (bd) No such The Availability Period has not ended, and no Temporary Stop Funding Event exists. (e) The outstanding principal amount of the Loans shall not exceed the Borrowing shall exceed U.S. Availability or Canadian AvailabilityBase, as applicable. Notwithstanding anything evidenced by delivery of a Borrowing Base Certificate. (f) The Borrower shall have paid (or shall simultaneously pay with the proceeds of the applicable Borrowing of Loans) all fees, costs and other expenses and all other amounts due and payable by the Borrower pursuant to this Agreement (including Section 9.5, the Agent Fees and Expenses and the Draw Fee), the Agent Fee Agreement and each Other Fee Agreement as of the date of the applicable Borrowing in connection with the applicable Project(s); provided, however, in no event shall the Borrower be obligated to pay Attorney Costs of the Blackstone Representative in excess of $12,500 per onboarding plus an additional $10,000 per Asset, provided that (i) the onboarding documents are prepared and delivered by the Borrower in forms substantially consistent with those delivered on the Closing Date and (ii) the Asset and related documentation are substantially consistent with Past Business Practices; provided that (i) the Blackstone Representative shall endeavor to keep such Attorney Costs to a minimum based on the scope of such Assets and onboarding, and (ii) following the first five (5) borrowings hereunder, upon request of the Borrower, such maximum amounts may be reviewed and adjusted based on the average Attorney Costs for such borrowings hereunder as mutually agreed upon in good faith by the Borrower and the Blackstone Representative. (g) On or prior to the contraryfirst Loan hereunder, the foregoing conditions precedent in this Section 9.2 are not conditions to Borrower and the Blackstone Representative shall mutually agree on Exhibit B (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share Form of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gBorrowing Base Certificate Date Base Case Model) and Exhibit E (hForm of Construction Budget and Schedule), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Bank to make each Loan, including the initial Loans a Loan on the Closing Date, and the obligation any borrowing date is subject to satisfaction of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further following conditions precedent that on and as of the date of any such extension of creditprecedent: (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (and any representation and warranty that is qualified as to materiality Commitment has not terminated 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 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 warrantysuspended; (iib) Except for Loans that are Repayment Loans, the Bank shall have received a completed Request for Loan signed by an Authorized Officer; (c) No Event of Insolvency has occurred and is continuing with respect to XXXX; (d) No Default or Event of Default has shall have occurred and is continuing, be continuing or would result from the making of such extension Loan or from the application of creditthe proceeds thereof; (e) Each of the representations and warranties of the Borrower set forth herein and in the other Related Documents to which it is a party shall be and remain true and correct in all material respects as of said borrowing date as if made on such borrowing date, except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be and remain true and correct in all respects as of said borrowing date as if made on such borrowing date (except for any representation or warranty that by its terms expressly relates to an earlier date, in which case such representation and warranty shall be and remain true and correct in all material respects as of such earlier date, except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be and remain true and correct in all respects as of said earlier date); and (iiif) The Borrowing or issuance amount of the Letter Loan requested (or, in the case of Credit is a Repayment Loan, deemed requested) shall not exceed the Available Commitment. Unless the Borrower shall have otherwise previously advised the Bank in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availabilitywriting, as applicable. Notwithstanding anything delivery to the contraryBank of a Request for Loan shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Request for Loan and on the date of the proposed Loan that each of the above conditions precedent have been satisfied; provided, however, that with respect to the condition set forth in clause (c) of this Section 4.2, the foregoing representation and warranty by the Borrower is qualified by the knowledge of the Borrower. The making of a Repayment Loan shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Loan each of the above conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable the --------------------------------- Lenders to make each Loan, including the Term Loans and 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 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (b), and clause (c) and (ii) ---------- ---------- ---------- following with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the Borrowers, dated the date of such extension of credit, stating that: (i1) The 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 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty; (ii2) No Default or Event of Default no event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; (3) 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 (iii4) 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 all Obligations (excluding Existing Obligations in the case of property owned by a Newly Obligated Borrower), 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 Borrowers -------- 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(a), no Borrowing or issuance of the any Letter of --------------- Credit is in compliance with the provisions of Article II. (b) No such Borrowing or Credit Support shall exceed U.S. Availability or Canadian the Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that -------- ------- the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any the requirement for each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 1.2(i) and (hSection 1.2(j), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.. -------------- --------------

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateRestructuring Date and the Restructuring Date Term Loans, and the obligation of the Agent to cause the applicable 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 applicable Borrowers a Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) ), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officerthe president and chief financial officer 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 (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 Borrowers any 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default event has occurred and is continuing, or would result from such extension of credit, which constitutes a Default or an Event of Default; (b) the Agent and the Lenders shall have received such other approvals, opinions or documents as they may reasonably request; (c) no order, judgment or decree of any Public Authority and no law, rule or regulation applicable to Lender shall purport by its terms to enjoin, restrain or otherwise prohibit the making of such Loan; and (iiid) The Borrowing Since December 31, 1993, no material adverse change shall have occurred with respect to the business, operations, assets or issuance condition (financial or otherwise) of the Letter Parent or any of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availabilityits Subsidiaries; provided, as applicable. Notwithstanding anything to the contraryhowever, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank BABC or the Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline Settlement Loan or Agent Advance made as provided in accordance with the provisions of Sections 2.5(g2.2(h), (j) and (hk), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

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 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed the Excess Availability, the U.S. Excess Availability or Canadian Multicurrency Excess Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such LenderXxxxxx’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), 2.3 or Sections 2.6(h) and (iSection 2.2(b), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation Bank shall not lend hereunder on the occasion for any Loan unless: 4.1 Prior to or simultaneously with the first Loan hereunder each of applicable Lenders the following documents shall have been delivered to make Bank and each Loanof the following matters completed, each in form and substance reasonably satisfactory to the Bank: a. the Note duly executed by the Borrower; b. certified copies of such company documents of Borrower and each Guarantor as are requested by the Bank, including without limitation such Person's articles of incorporation or organization, bylaws or operating agreements and other charter or organizational documents, and such documents evidencing necessary company action, with respect to the initial Loans Loan Documents and certifying to the incumbency of, and attesting to the genuineness of the signatures of, those officers authorized to act on behalf of Borrower or Guarantor, as the Bank may reasonably request; c. each of the Collateral Documents duly executed by the parties thereto, and all related financing statements, instruments, documents and agreements reasonably requested by the Bank, together with the satisfaction of all conditions and the delivery of all other documents specified in Section VIII hereof; d. the Borrower shall have all expenses currently due pursuant to Section 12.1 hereof; e. evidence that the casualty, liability and other insurance required pursuant to Section 6.7 hereof or the Collateral Documents is in full force and effect; f. the Bank shall have received a payoff letter from Santa Xxxxxxx Bank & Trust in form and substance reasonably satisfactory to the Bank, together with UCC-3 termination statements and other instruments, documents or agreements necessary or appropriate to terminate any Liens in favor of such lender securing prior Indebtedness which is to be paid off on the Closing DateDate as the Bank may reasonably request, duly executed and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject in form and substance reasonably satisfactory to the further conditions precedent that on and Bank; g. a duly completed Borrowing Base certificate setting forth the Borrowing Base as of the date of any December 31, 2006; h. all such extension of credit: (a) The following statements shall be trueother agreements, documents and the acceptance certificates reasonably requested by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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:Bank. (i) 4.2 The representations and warranties contained in this Agreement Section III hereof shall be true 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) accurate on and as of the date of such extension of credit each Loan hereunder with the same effect as though if 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 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 immediately following each such representation or warranty;Loan. (ii) 4.3 No Default or Event of Default has shall have occurred and is continuing, be continuing or would result from will exist upon the disbursement of each such extension of credit; and (iii) Loan. The Borrowing or issuance Borrowers shall be deemed to have made a representation and warranty to the Bank at the time of the Letter making of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything each Loan to the contrary, the foregoing conditions precedent effects set forth in Section 4.2 and 4.3 of this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17IV.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable 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: : (accxxix) (ccxxx) The following statements shall be true, and the acceptance by the applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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: (iA) 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 Borrowers 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; (iiB) No no Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iiiC) The the Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. . (bccxxxi) (ccxxxii) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian the then-current Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 9.3 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank Swingline Lender or the Agent for such LenderXxxxxx’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 2.4(f) and (h), or Sections 2.6(h) and (iSection 2.4(g), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Lender shall not be required to make each Loan, any Loan (including the initial Loan), to continue a Loan for an additional Interest Period or to convert Loans of one Type to the other Type, unless on the Closing applicable Borrowing 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 trueLender has received, and in the acceptance by the applicable Borrowers case of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and the making of a Loan, the relevant Notice of Borrowing or (ii) with the same effect as the delivery to the Agent and the Lenders conversion of a certificate signed Loan, the relevant Notice of Conversion, in each case duly executed by a Responsible Officer, dated the date of such extension of credit, stating that:Borrower; (ib) The No Default or Event of Default exists or would result from such borrowing or the application of the proceeds thereof, such continuation or such conversion; (c) Borrower’s representations and warranties contained in this Article V and in the Security Agreement are true 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 Borrowing Date as though made on and as of such dateBorrowing 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 that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as provisions of Section 6.02(a) continue to materiality or Material Adverse Effect is not correct be satisfied in all respects) , before and after giving effect to such borrowing and the Required Lenders have explicitly waived in writing compliance with applications of the proceeds thereof, such representation continuation or warrantysuch conversion; (iid) No Default If, as a result of a change in Law, Lender has requested the same, Lender has received from counsel for Borrower (who shall be reasonably satisfactory to Lender) a written opinion, in form and substance satisfactory to Lender, addressed to Lender and dated the date of such borrowing, covering such matters incident to the transactions contemplated hereby as Lender may request; (e) All legal matters incident to such making, continuation or Event conversion of Default has occurred such Loan are reasonably satisfactory to Lender and is continuing, or would result from such extension of creditits counsel; and (iiif) The Borrowing There shall have occurred no event, condition or issuance circumstance which Lender reasonably determines constitutes, or could constitute, a Material Adverse Effect. Each borrowing, continuation or conversion of a Loan shall constitute a representation and warranty by Borrower that the Letter of Credit is conditions contained in compliance with the provisions of Article II. Sections 4.02 (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gc) and (h), or Sections 2.6(hf) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation ----------- --------------------------------- of applicable Lenders each Bank to make each Loan, including the initial 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 Loan is subject to the further conditions precedent that on and as fulfillment of each of the date following conditions immediately prior to or contemporaneously with the making of any such extension of creditLoan, unless waived in writing by the Administrative Agent and each Bank: (a) The following statements Administrative Agent shall have received the appropriate notice of borrowing pursuant to Section 2.2(a); (b) The Loan Commencement Event shall have occurred; (c) Immediately after giving effect to each such Loans, the aggregate principal amount of Loans made hereunder, determined without regard to any repayments or prepayments thereof, shall not exceed MBIA's Cumulative Losses incurred after the occurrence of the Loan Commencement Event; (d) The aggregate amount of such Loans does not exceed the aggregate Available Commitment in effect on such date (after giving effect to any reduction of the Maximum Commitment on such date pursuant to Section 3.2 or 3.3); and (e) The aggregate amount of such Loan to be truemade by any Bank (other than a Fronting Bank Loan) does not exceed the Commitment of such Bank in effect on such date (after giving effect to any reduction thereof on such date pursuant to Section 3.2 or 3.3) minus the aggregate principal amount of Loans theretofore made by such Bank (other than a Fronting Bank Loan) hereunder without regard to any repayment or prepayment thereof. Each borrowing hereunder, and the acceptance whether or not accompanied by the applicable Borrowers a written notice of any extension of credit borrowing, shall be deemed to be a statement representation and warranty by MBIA on the date thereof as to the effect satisfaction of the conditions set forth in clauses paragraphs (ib), (c), (d) and (iie) 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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article IIabove. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation obligations of applicable the Lenders to make each Loan, including the initial Loans on the Closing Date, Tranche A Loan and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be each Tranche B Loan are subject to the further satisfaction of the following additional conditions precedent except that on items (b), (c) and as of the date of any such extension of credit(d) below shall not be applicable to continuations or conversions into Base Rate Loans where no new funds are advanced: (a) The following statements the Borrowers shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery have delivered to the Agent a Tranche A Borrowing Request or a Tranche B Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the Lenders of a certificate signed by a Responsible Officer, dated the requested date of for such extension of credit, stating that:Loan; (ib) The no Default or Event of Default shall exist or will occur as a result of the making of the requested Loan; (c) no Material Adverse Effect shall have occurred; (d) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct and shall be deemed to be repeated by the Borrowers as if made on the requested date for such Loan, except for any such representations and warranties as are expressly stated to be made as of a particular date which shall remain true and 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 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 warrantymade; (iie) No Default or Event the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (f) neither the consummation of Default has occurred and is continuingthe transactions contemplated hereby nor the making of such Loan shall contravene, violate, or would result from such extension conflict with any Requirement of creditLaw; and (iiig) The Borrowing the Agent and each Lender shall have received the payment of all fees payable by the Borrowers hereunder and the Agent shall have received reimbursement from the Borrowers, or issuance special legal counsel for the Agent shall have received payment from the Borrowers, for (i) all reasonable fees and expenses of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything counsel to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share which the Borrowers are responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of any applicable Swingline Loan Security Instruments, for which invoices have been presented as of or Agent Advance made in accordance with prior to the provisions date of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17requested Loan.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the First Amendment Closing Date, and any Commitment Increase, 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 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 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 (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 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; (ii) No Default or Event of Default 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) The Borrowing or issuance Any extension of credit under this Agreement shall constitute permitted “Credit Agreement” debt under Section 4.09(1) of the Letter Senior Secured Notes Indenture and shall be secured by “Permitted Liens” described under clause (1) of Credit is the definition thereof in compliance with the provisions of Article IISenior Secured Notes Indenture. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders’ Pro Rata Share of any applicable Swingline Ex-Im Bank Revolving Loans, Non Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h1.2(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial 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 or Credit Support shall be subject not only to the satisfaction of the conditions set forth in Section 8.1 (to the extent not otherwise satisfied on the Closing Date), but also 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses clause (ia), clause (b), and clause (c) and (ii) 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 (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 Borrowers Loan Parties 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; (iib) No no Default or Event of Default has occurred and is continuing, or would result from such extension proposed Borrowing; (c) the proposed Borrowing will not cause the aggregate principal amount of creditall outstanding Revolving Loans plus the aggregate amount available for drawing under all outstanding Letters of Credit and in respect of any Credit Support, to exceed the Borrowing Base or the Maximum Revolver Amount; and (iiid) The no event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect. Except as provided by Section 11.1(a), no Borrowing or issuance of the any Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or Credit Support shall exceed U.S. Availability or Canadian the Availability, as applicable. Notwithstanding anything to the contraryprovided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any the requirement for each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 1.2(h) and (hSection 1.2(i), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. (a) The obligation of applicable Lenders Lender to make the Loan to a Borrower hereunder is subject to the condition precedent that Lender shall have received, on or before the Closing Date (unless otherwise indicated), all of the following, each Loan, including the initial Loans on dated (unless otherwise indicated) as of the Closing Date, in form and the obligation of the Agent substance satisfactory to cause the applicable Letter of Credit Issuer Lender in its sole discretion. References in this Section 3.01 (a) to issue any Letter of Credit Borrower, Note and Vessel shall be subject to the further conditions precedent that on Borrower requesting the Loan, and as of the date of any such extension of creditBorrower’s Note and Vessel: (a1) The following statements the Note evidencing the Loan, properly executed on behalf of Borrower on or prior to the Funding Date of such Advance and dated the Closing Date; (2) all Security Documents and Loan Documents to which Borrower is a party or otherwise applicable to Borrower’s Loan, properly executed on behalf of Borrower, the Guarantors and other parties thereto, as applicable; the form of the Security Documents for each Advance hereunder shall be truesubstantially in the form of the Security Documents for the initial Advance hereunder, with such changes as may be reasonably requested by Lender; (3) copies of the Articles of Incorporation and Bylaws or other organizational documents of Borrower, its Guarantors and their constituent entities, as applicable, certified by an authorized officer of such entity as being true and correct copies thereof; (4) a signed copy of a certificate of an authorized officer of Borrower and its Guarantors which shall certify the names of the officers of such entity authorized to execute and deliver this Agreement, the Note, the Security Documents, the Loan Documents to which Borrower or its Guarantors are a party, and other documents or certificates to be delivered pursuant to the Loan Documents or the Security Documents, together with the true signatures of such officers. Lender may conclusively rely on such certificate until Lender shall receive a further certificate of an authorized officer of such entity canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (5) the opinions with respect to Borrower and its Guarantors set forth in Schedule 3.01(a)(5) hereto. (6) a copy of the appropriate resolutions and consents of Borrower and its Guarantors approving the Loan and the Loan Documents, certified by the Secretary (or other appropriate official) of such party as being a true and correct copy thereof; (7) a good standing certificate with respect to Borrower and its Guarantors, issued as of a recent date by the Secretary of State or other appropriate and authorized official of such party=s respective jurisdiction of incorporation; (8) subordinations or releases, as deemed appropriate by counsel for Lender, executed by any creditors of Borrower, as well any Person having a security interest in the assets of Borrower which would include the assets covered by the Security Documents, containing terms and conditions reasonably satisfactory to counsel for Lender; (9) Guaranty Agreements executed by Borrower’s Guarantor(s); (10) Copies of the bills of sale for the Vessel, reflecting Borrower as the purchaser thereunder, together with evidence of the filing of such bxxx of sale in the appropriate records of the Panama Registry; (11) evidence of the proper registry of the Vessel in the provisional maritime registry of the Panama Registry as reflected in registration certificates for the Vessel, and the acceptance of such registry by the applicable Borrowers of any extension of credit shall be deemed to be a statement to authorities in the effect set forth in clauses (i) and (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 (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and as office of the date Panama Registry, including the Certificate of such extension of credit as though made on Provisional Registry for the Vessel 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 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 warrantyPatente Provisional de Navegacion; (ii12) No Default copy of the ownership and registration certificate for the Vessel issued by the applicable Panamanian authorities; (13) duly executed and filed Security Documents establishing in Lender, as determined by Lender=s counsel, a first preferred mortgage in the Vessel, to be received by Lender and recorded in the Panamanian Registry prior to the disbursement of any Loan proceeds; subject to no adverse liens, claims or Event encumbrances (whether or not perfected or preferred) it being agreed that Lender is under no obligation to disburse any proceeds until it receives satisfactory evidence of Default its first preferred mortgage position on the Vessel; (14) evidence that all insurance policies required under any of the Loan Documents or the Security Documents and all other documents which may be required thereunder, are in full force and effect; (15) evidence satisfactory to Lender that all required licenses have been obtained by Borrower and the Philippine Charterer, as applicable, and are in full force and effect to operate the Vessel according to her intended use, including, but not limited to, the current operation of the Vessel; (16) such other documents, certifications and acknowledgments respecting the Loan Documents or the Security Documents as Lender shall reasonably request; (17) evidence satisfactory to Lender that no event has occurred and is continuing, or would result from such extension the Advance, which constitutes an Event of credit; andDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii18) The Borrowing evidence satisfactory to Lender that there shall not have occurred any Material Adverse Change, as determined by Lender, in the business, financial condition or issuance results of operations of Borrower or any of its Guarantors, or the existence or value of the Letter Collateral provided by Borrower, or any event, condition or state of Credit facts which would reasonably be expected to have a Material Adverse Effect, as determined by Lender; (19) evidence satisfactory to Lender that no federal, state or local tax liens have been filed against any Loan Party, other than for taxes that are being diligently contested in good faith by such party by appropriate proceedings promptly instituted and for which an adequate reserve is being maintained in accordance with GAAP; (20) evidence satisfactory to Lender that no suits are pending, and no unsatisfied judgments have been rendered, against any Loan Party, in either event that could have a Material Adverse Effect on such Loan Party; (21) evidence satisfactory to Lender that Lender=s Liens on the Collateral constitute first priority Liens in and to the Collateral and that no other Liens other than the Permitted Liens affect the Collateral; (22) evidence satisfactory to Lender that no Loan Party is in default under the Loan or any other indenture or loan or credit agreement or any other agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected; (23) evidence satisfactory to Lender that (i) the Vessel is classed as follows, without outstanding recommendations or notations, and otherwise in compliance with the provisions Ship Mortgage: Panama Navigation Classification Vessel Name Patente No. Society Class HOPI PRINCESS (ex African Sanderling) 36772 -PEXT ABS Maltese + A1, E, Maltese + AMS, ACCU ZUNI PRINCESS (ex Ypermachos) 36778-PEXT Nippon Kaiji Kyokei NS MNS MOHAVE MAIDEN (ex Diasozousa) 36776-PEXT Nippon Kaiji Kyokei NS MNS and (ii) all required licenses have been obtained by Borrower and Guarantors, as applicable, and are in full force and effect to operate the Vessels according to their intended use, including, but not limited to, the current operation of Article IIthe Vessels; (24) evidence satisfactory to Lender that the cash or revolver availability required by Section 6.10(b) of this Agreement is in place; (25) Lender or its agent shall have conducted an inspection of the Vessels which is satisfactory to Lender; (26) Lender confirms that additional financing commitments of at least $55,000,000 have been made to Parent Guarantor and its Subsidiaries. (27) Lender’s receipt of Borrowers’ arrangement fee of $175,000.00. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share waiver of any applicable Swingline condition with respect to any Loan or Agent Advance made in accordance with the provisions for a particular Borrower shall not be deemed absent express written agreement to constitute a waiver of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), such condition as applicable or (2) it may apply to any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17other Borrower.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the Closing Date and the Term Loan on the Amendment and Restatement Effective Date, and the obligation of the Agent to take reasonable steps to cause the applicable 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 applicable Borrowers any Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing or issuance the amount of the Combined Availability shall be sufficient to make such Loan or cause the issuance or provision of such Letter of Credit is in compliance or Credit Support without exceeding the Combined Availability (or with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything respect to the contrarymaking of the Term Loans, after giving effect to the making thereof, the sum of (i) the aggregate outstanding Revolving Loans and Term Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit shall not exceed the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)), PROVIDED, HOWEVER, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank BABC or the Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 2.5(gSECTIONS 2.2(h), (i) and (hj), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders each Lender to make each Loan, any Loan (including the initial Loans Loan being made by such Lender on the Closing Date, ) and the obligation of the Agent to cause the applicable Letter of Credit Issuer Issuing Bank to issue any Facility Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditthat: (a) The following statements shall be truetrue on the date of such Loan or the Issuance Date (as applicable), before and after giving effect thereto and to the application of the proceeds therefrom or the issuance of the Facility Letter of Credit (as applicable) (and the acceptance by the applicable Borrowers Borrower of any extension the proceeds of credit such Loan or the issuance of Facility Letter of Credit (as applicable) shall be deemed to be constitute a statement to representation and warranty by the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated Borrower that on the date of such extension of credit, stating that:Loan or the Issuance Date (as applicable) such statements are true): (i) The representations and warranties of the Borrower contained in this Agreement Article IV and of each Loan Party in 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 such date or the date of such extension of credit Issuance Date (as applicable) as though made on and as of such date, other than any such representation date or warranty which relates to a specified prior date the Issuance Date (as applicable) (it 50 58 being understood and except to the extent the Agent and the Lenders have been notified in writing by the Borrowers agreed that any representation or warranty which by its terms is not made on a specified date shall be required to be true and correct in all material respects (or that any representation and warranty that is qualified only as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with of such representation or warranty;specified date); and (ii) No Default or Event of Default has occurred and is continuing, exists or would will result from the Loans being made on such extension of credit; and (iii) The Borrowing date or from the issuance of the Facility Letter of Credit is in compliance with the provisions of Article IIon such Issuance Date (as applicable). (b) No The making of the Loans on such date or the issuance of the Facility Letter of Credit on the Issuance Date (as applicable) does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently. (c) The Administrative Agent shall have received (i) to the extent that, since the effective date of the Borrowing Base Certificate most recently delivered by the Borrower, any Eligible Hotel identified thereon has ceased to be an Eligible Hotel or the Administrative Agent has accepted, as an Eligible Hotel, a Hotel not identified on such Borrowing shall exceed U.S. Availability or Canadian AvailabilityBase Certificate, as applicable. Notwithstanding anything a new Borrowing Base Certificate, executed by a Responsible Officer of the Borrower, satisfactory to the contraryAdministrative Agent, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (hii) to the extent not previously delivered, copies of the Eligible Hotel Documents in respect of each of the Eligible Hotels (except as otherwise provided in Section 7.23(a)). (d) The Administrative Agent shall have received such material additional documents, or Sections 2.6(h) information and (i)materials as any Lender, as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by through the Canadian Funding Banks in accordance with the provisions of Section 13.17Administrative Agent, may reasonably request.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including Loan (or each advance of a Loan in the initial Loans on the Closing Date, and the obligation case of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit a Forward Flow Purchase Agreement) shall be subject to the further conditions precedent that the Lender shall have issued an Accepted Borrowing Request with respect thereto and shall have received, on and as of or before the date of any such extension Loan (or such advance of creditsuch Loan in the case of a Forward Flow Purchase Agreement), each of the following with respect to such Loan, dated such date and in form and substance satisfactory to the Lender: (a) The following statements shall be trueA copy of the Purchase Agreement (or Forward Flow Purchase Agreement, if applicable) for the related Asset Pool, properly executed on behalf of the Borrower and the acceptance Asset Pool Seller, pursuant to which the Asset Pool Seller shall have agreed to transfer all Assets constituting a part of such Asset Pool to the Borrower, effective as of the Borrowing Date, free and clear of all liens, claims and encumbrances except Permitted Liens and those disclosed in the related Purchase Agreement, together with copies of the UCC-1 Financing Statement naming the Asset Pool Seller, as seller/debtor, in favor of the Borrower, as purchaser/secured party, with an adequate description of the Assets contained in the Asset Pool being acquired (or of the Assets contained in the portion of the Asset Pool being acquired in the case of a Forward Flow Contract) and such other items as may be required by the applicable Borrowers of any extension of credit shall be deemed to be a statement to Lender; provided, however, in the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders case of a certificate signed by purchase of a Responsible Officerportion of an Asset Pool under a Forward Flow Purchase Agreement, dated such copy of the UCC-1 Financing Statement may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension portion of credit, stating that:the Asset Pool; (ib) The representations A Note in the principal amount of the related Loan, properly completed and warranties contained executed on behalf of the Borrower; (c) Evidence of receipt by the Lender of the Borrower’s Asset Pool Contribution with respect to the related Asset Pool, net of any Purchase Expenses paid or incurred by the Borrower in this Agreement and connection with consummation of its purchase of such Asset Pool; (d) A duplicate copy of the computer disk (or other Loan Documents are correct in medium reasonably acceptable to the Lender) showing all material respects (and any representation and warranty that is qualified relevant information as to materiality the Accounts being purchased by the Borrower, as provided by the Asset Pool Seller pursuant to the Purchase Agreement; provided, however, in the case of a purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, such duplicate copy of the computer disk (or Material Adverse Effect is correct in all respectsother medium reasonably acceptable to the Lender) on and as of may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension of credit as though made on and as portion 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 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 warrantyAsset Pool; (iie) No Default or Event A certificate of a responsible officer of the Servicer in favor of the Lender and the Borrower stating that, to the Servicer’s best knowledge, no Servicer Default has occurred and is continuing, or would result from such extension of credit; and (iiif) The Borrowing or issuance Such other information as the Lender may request to verify the Total Cost of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contraryAsset Pool, the foregoing conditions precedent in this Section 9.2 are not conditions nature or amount of the Accounts to (1) constitute a part thereof or any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17other matter related thereto.

Conditions Precedent to Each Loan. The obligation obligations of applicable the UK Lenders to make each Loan, including the initial Loans any UK Revolving Loans, as applicable on the Closing Date, and the obligation of the UK 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 applicable Borrowers a UK 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 Administrative Agent and the Lenders of a certificate signed by a Responsible OfficerOfficer of the UK 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 (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 (which shall have been true and correct in all material respects as of such date) and except to the extent the UK Agent and the UK Lenders have been notified in writing by the Borrowers UK Borrower Representative 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 UK Required Lenders have explicitly waived in writing compliance with such representation or warranty;; and (ii) No Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which has had or would have a Material Adverse Effect. (b) No such UK Borrowing shall exceed U.S. UK Availability or Canadian Availabilitycause the Aggregate Outstandings to exceed the Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, as applicable. Notwithstanding anything US Aggregate Outstandings and UK Aggregate Outstandings were equal to the contraryzero); provided, however, that each of the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each UK Lender participating in or reimbursing the applicable Bank or the Administrative Agent for such Lender’s UK Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g1.2(h) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including the initial 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 Loan is subject to the further conditions precedent that on and as satisfaction of the date of any such extension of creditfollowing conditions precedent: (a) The following statements the Lender shall be truehave received the documents, agreements, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect instruments set forth in clauses Section 3.3(a)(i) through (iiii and v) applicable to such Loan, each in form and (ii) with the same effect as the delivery substance satisfactory to the Agent Lender and the Lenders of a certificate signed by a Responsible Officer, its counsel and each dated the date of such extension Loan or as of credit, stating that:an earlier date acceptable to the Lender; (ib) The if the Loan is an Equipment Loan, the Lender shall have received a Schedule of the Equipment related to such Loan, in form and substance satisfactory to the Lender and its counsel, and the security interests in such Equipment related to such Loan granted in favor of the Lender under this Agreement shall have been duly perfected and shall constitute first priority liens subject only to Permitted Liens; (c) if the Loan is a Tenant Improvement Loan, the Lender shall have received a certificate signed by an authorized officer of the Borrower certifying that the requested Loan will be used to pay the cost of Tenant Improvements incurred or to be incurred pursuant to Section 3.2. (d) all representations and warranties contained in this Agreement and the other Loan Documents are shall be true and 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 Loan as though made on if then made, other than representations and warranties that expressly relate solely to an earlier date, in which case they shall have been true and correct as of such earlier 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 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; (iie) No Default or no Event of Default has or event which with the giving of notice or the passage of time, as both, would constitute an Event of Default shall have occurred and is continuing, be continuing or would result from such extension of credit; andthe making (iiif) The Borrowing or issuance of the Letter of Credit is in compliance with Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything Borrower to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including the initial Loans on first Loan for the Closing Date, and the obligation acquisition of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be first Approved Motel Facility is subject to receipt by the further conditions precedent that on and as Lender of the date of any such extension of credit: items in clauses (a) The following statements shall be true, through (t) of this Section 4.2 and the acceptance receipt by the applicable Borrowers Lender of any extension of credit shall be deemed to be a statement to the effect set forth in clauses following (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, each 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 first Closing Date): (i) the extent the Agent and the Lenders have been notified in writing by the 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 warrantyfully executed Security Agreement; (ii) No Default the fully executed assignment to the Lender of the Acquisition Agreement in the form of Exhibit O hereto; (iii) the fully executed MOA Pledge together with all Collateral pledged thereunder; (iv) an opinion from DL in the form of Exhibit C-1 hereto; (v) the fully executed Operating Agreement (and a copy of the Borrower's certificate of filing (or Event the -equivalent thereof), as filed with the Secretary of Default has occurred State of the jurisdiction of organization and is continuingin effect on the Closing Date and certified to be true, or would result correct and complete by the appropriate Secretary of State as of a date not more than 60 days prior to the date thereof; (vi) a good standing certificate of the Borrower from such extension Secretary of creditState; and (vii) a certificate of an executive officer of MOA certifying: (A) the names and the signatures of the incumbent officers authorized to sign the Loan Documents to which it is a party, (B) the certificate of incorporation, by-laws and authorizing resolutions with respect to the MOA Pledge, the Agreement and other matters related to this transaction and (C) that there have been no changes in the certificate of incorporation, by-laws and authorizing resolutions of each. The obligation of the Lender to make all Loans for the acquisition of an Approved Motel Facility (including the first Loan) is subject to satisfaction of the conditions precedent set forth in Section 4.1, the satisfaction of the conditions precedent set forth in the immediately preceding paragraph and of the conditions precedent that the Lender shall have received, on the respective Closing Date, the following, each dated the respective Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender: (a) A certificate of the managing member of the Borrower certifying (i) approval of each Loan Document to which the Borrower is a party, (ii) any documents evidencing other necessary or company action, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which the Borrower is a party and the transactions contemplated thereby, (iii) The Borrowing or issuance a copy of the Letter Operating Agreement of Credit is the Borrower (or certifying that the copy of same delivered to the Lender pursuant to Section 4.1 has not been modified, amended or supplemented in compliance with any respect), and (iv) the provisions names and true signatures of Article IIeach of its members who have been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person. (b) No A good standing certificate with respect to the Borrower dated not earlier than thirty (30) days prior to the respective Closing Date. (i) A favorable opinion of local counsel to the Borrower in the jurisdiction in which the Approved Motel Facility is located, in substantially the form of Exhibit D, and as to such Borrowing shall exceed U.S. Availability or Canadian Availabilityother matters as the Lender may reasonably request; and (ii) an update to the opinion delivered pursuant to Section 4.1(c) reaffirming, as applicable. Notwithstanding anything of the Closing Date, the matters opined to therein. (d) The Mortgage in respect of the Approved Motel Facility for which the Loan is being made shall have been properly executed and delivered to the contrary, Lender. (e) The Assignment Agreement in respect of each Franchise Agreement shall have been properly executed and delivered to the foregoing conditions precedent Lender. (f) The Assignment of Contracts in this Section 9.2 are not conditions respect of the Approved Motel Facility for which the Loan is being made shall have been properly executed and delivered to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans on the Closing DateDate and the Term Loans, and the obligation of the Collateral Agent to cause the applicable Letter of Credit Issuer to issue issue, and the obligation of 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 applicable Borrowers any 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 Collateral 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 Collateral Agent and the Lenders have been notified in writing by the 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 Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which has had or would have a Material Adverse Effect. (b) No such Borrowing or Letter of Credit shall cause the Borrowers to exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything the Mxxxxx Borrowers to exceed the contraryMxxxxx Availability, or the RoadOne Borrowers to exceed the RoadOne Availability, provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank CIT or the Collateral Agent for such Lender’s Lenders’ Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h1.2(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including Loan (or each advance of a Loan in the initial Loans on the Closing Date, and the obligation case of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit a Forward Flow Purchase Agreement) shall be subject to the further conditions precedent that the Lender shall have issued an Accepted Borrowing Request with respect thereto and shall have received, on and as of or before the date of any such extension Loan (or such advance of creditsuch Loan in the case of a Forward Flow Purchase Agreement), each of the following with respect to such Loan, dated such date and in form and substance satisfactory to the Lender: (a) The following statements A copy of the Purchase Agreement (or Forward Flow Purchase Agreement, if applicable) for the related Asset Pool, properly executed on behalf of the Borrower and the Asset Pool Seller (or, as applicable in accordance with Section 2.1(g), properly assigned to the Borrower), pursuant to which the Asset Pool Seller shall be truehave agreed to transfer all Assets constituting a part of such Asset Pool to the Borrower, effective as of the Borrowing Date, free and clear of all liens, claims and encumbrances except Permitted Liens and those disclosed in the related Purchase Agreement, together with copies of the UCC-1 Financing Statement executed by the Asset Pool Seller, as seller/debtor, in favor of the Borrower (or, as applicable in accordance with Section 2.1(g), in favor of the Parent or Purchase Affiliate, as applicable, as secured party, and properly assigned to the acceptance Borrower), as purchaser/secured party (unless the Lender has received an acceptable opinion of counsel to the Borrower opining that such Asset Pool would be excluded from the requirements of Section 9-102(1)(b) of the UCC), with an adequate description of the Assets contained in the Asset Pool being acquired (or of the Assets contained in the portion of the Asset Pool being acquired in the case of a Forward Flow Contract) and such other items as may be required by the applicable Borrowers of any extension of credit shall be deemed to be a statement to Lender; provided, however, in the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders case of a certificate signed by purchase of a Responsible Officerportion of an Asset Pool under a Forward Flow Purchase Agreement, dated such copy of the UCC-1 Financing Statement may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension portion of credit, stating that:the Asset Pool. (ib) The representations A Note in the principal amount of the related Loan, properly completed and warranties contained executed on behalf of the Borrower. (c) Evidence of receipt by the Lender of the Borrower's Asset Pool Equity Contribution with respect to the related Asset Pool, net of any Purchase Expenses paid or incurred by the Borrower in this Agreement and connection with consummation of its purchase of such Asset Pool. (d) A duplicate copy of the computer disk (or other Loan Documents are correct in medium reasonably acceptable to the Lender) showing all material respects (and any representation and warranty that is qualified relevant information as to materiality the Accounts being purchased by the Borrower, as provided by the Asset Pool Seller pursuant to the Purchase Agreement; provided, however, in the case of a purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, such duplicate copy of the computer disk (or Material Adverse Effect is correct in all respectsother medium reasonably acceptable to the Lender) on and as of may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension of credit as though made on and as portion of such dateAsset Pool. (e) A certificate of a responsible officer of the Servicer in favor of the Lender and the Borrower stating that, 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 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; (ii) No Default or Event of Servicer's best knowledge, no Servicer Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (bf) No such Borrowing shall exceed U.S. Availability or Canadian Availability, Such other information as applicable. Notwithstanding anything the Lender may request to verify the contraryTotal Cost of the Asset Pool, the foregoing conditions precedent in this Section 9.2 are not conditions nature or amount of the Accounts to (1) constitute a part thereof or any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17other matter related thereto.

Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Each Loan, including the initial Loans made on the Original 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 following conditions precedent that on and as of the date of any such extension of creditprecedent: (a) The following statements each of the Agent, Calculation Agent, the Verification Agent and each Lender shall be truehave received a completed Borrowing Notice as provided in Section 2.03(b), and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses together with (i) a Sale Notice and Xxxx of Sale pursuant to the Purchase Agreements, (ii) with a Borrowing Date Report, (iii) updated copies of Schedules IV through XI to this Agreement, if applicable, setting forth the same effect Servicing Agreement(s) to become Designated Servicing Agreements and the Eligible Securitization Trust(s) relating to the Additional Receivables to be acquired by the Borrower, in each case, on the related Borrowing Date, and (iv) such other information or documentation as the delivery to Agent, Calculation Agent, the Verification Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:each Lender may reasonably request; (ib) The as of the applicable Borrowing Date, none of the Sellers or the Borrower will be insolvent or be made insolvent by the transfer of the related Receivables and the borrowing of the Loans; (c) the representations and warranties contained in this Agreement shall be true and the other Loan Documents are correct in all material respects as of such date as though made as of such date (except to the extent that they expressly relate to an earlier or later time); (d) no Facility Termination Event, Potential Facility Termination Event, Event of Default or Default shall have occurred and any be continuing or would result from such Loan; (e) before and after giving effect to such Loan, the aggregate notional amount under all Interest Rate Hedge Agreements shall not be less than eighty percent (80.0%) of the Aggregate Loan Amount; (f) the Agent shall have received confirmation from the Calculation Agent that there are no discrepancies or disputes with respect to the Receivables Balances of the applicable Receivables; (g) the Agent shall have received confirmation from the Verification Agent that the verification procedures have been performed in accordance with the Verification Agent Letter to the satisfaction of the Verification Agent; (h) none of the Additional Receivables to be acquired by the Borrower on the applicable Borrowing Date relates to a Securitization Trust as to which a Securitization Trust Termination Event has occurred (unless waived by the Required Lenders); (i) after giving effect to such Loan, no Borrowing Base Deficit would exist and the Aggregate Loan Amount would not exceed the Maximum Facility Limit; and (j) the Borrower shall have paid all documented Lender Expenses incurred in connection with the transactions evidenced by this Agreement. Each delivery of a Borrowing Notice to the Calculation Agent, the Verification Agent, Agent and the Lenders, and the acceptance by the Borrower of the proceeds of the Loans, shall constitute a representation and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and by the Borrower that, as of the date of such extension of credit as though made on Loans, both before 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 after giving effect thereto and the Lenders have been notified in writing by the 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance application of the Letter proceeds thereof, each of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17has been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Loan, including the initial 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 Lender shall have received a duly executed copy of the Borrower Funding Request for such Loan in accordance with Section 2.03; (b) Delivery of all reasonable due diligence (to the extent supplemental due diligence is conducted by Lender with respect to such Loan); (c) The making of such Loan, and the application of the proceeds thereof, shall not result in the Outstanding Aggregate Loan Amount exceeding the Available Facility Amount; (d) The making of such Loan, and the application of the proceeds thereof, shall not result in a Borrowing Base Deficiency; (e) On the applicable Funding Date, the following statements shall be true, true (and the acceptance Borrower by the applicable Borrowers of any extension of credit delivering such Borrower Funding Request shall be deemed to be a statement to the effect set forth in clauses (i) and (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 have certified that:): (i) The the representations and warranties contained set forth in this Agreement Article VI are true and the other Loan Documents are correct in all material respects (except for on the Closing Date, in which case the representations and any representation warranties are true and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respectson the Closing Date) on and as of the date of such extension of credit day as though made on and as of such date, other than day and shall be deemed to have been made on such day (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in 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 that any case, such representation or warranty is not shall have been true and 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 of such representation or warrantydate); (ii) No the Borrower is in compliance with all covenants set forth in Article VII; (iii) all conditions precedent to the making of such Loan have been satisfied; (iv) no Default or Event of Default has occurred and is continuing, or would result from such extension Loans; (v) all of creditthe Servicing Rights included in the most recently delivered Electronic File are Eligible Servicing Rights, except for any non-qualifying Servicing Rights listed as such therein, and all Recourse Servicing Obligations have been identified as such in a schedule attached to such Electronic File; (f) The Lender shall have received (i) with respect to the Initial Borrower Funding Request, the initial Electronic File; and (ii) with respect to any subsequent Borrower Funding Request, a subsequent Electronic File on or prior to time required by Section 2.03; (g) With respect to any Borrower Funding Request, an Acknowledgement Agreement from each Agency with respect to which the related Servicing Rights will be pledged under the Agreement and consents from all third parties, including warehouse lenders, as needed, except to the extent the foregoing have already been received; (h) With respect to the Initial Borrower Funding Request, an Opinion of Counsel, delivered by outside counsel acceptable to the Lender in its reasonable discretion, opining as to: security interest creation, perfection and priority; and (iiii) The Borrowing or issuance All Facility Documents shall continue to be in full force and effect in all material respects. All owned Servicing Rights for Mortgage Loans serviced by the Borrower on behalf of the Letter Xxxxxx Xxx, provided that such Servicing Rights are free and clear of Credit is any Liens, subject to Xxxxxx Mae’s interest in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything Servicing Rights pursuant to an Acknowledgment Agreement acceptable in form and substance to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions Lender. SCHEDULE 7.01(S) Monthly MSR Collateral REPORT Information to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.be provided:

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, Loan (including the initial Loans on the Closing Date), and the obligation of the Agent to cause the applicable 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 applicable Borrowers Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 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 Borrowers 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; (ii) No no Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The the Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian the then-current Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 9.3 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank Swingline Lender or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSection 2.4(f) and (h), or Sections 2.6(h) and (iSection 2.4(g), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Loan, including the initial 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Availability or Canadian Availability, as applicable (c) The Borrowers’ Agent shall have delivered to the Agent a calculation demonstrating in reasonable detail, on a pro forma basis after giving effect to such Borrowing, compliance by the Company and the other applicable Obligors with the indebtedness covenant contained in each of the 83/8% Senior Subordinated Note Indenture, the 91/4% Senior Note Indenture, the 107/8% Senior Note Indenture and any other indenture or similar instrument entered into after the Agreement Date. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

Conditions Precedent to Each Loan. The obligation of applicable Lenders Lender shall not be required to make each Loan, any Loan (including the initial Loan), to continue a Loan for an additional Interest Period or to convert Loans of one Type to the other Type, unless on the Closing applicable Credit 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 trueXxxxxx has received, and in the acceptance by the applicable Borrowers case of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and the making of a Loan, the relevant Notice of Borrowing, or (ii) with the same effect as the delivery to the Agent and the Lenders conversion of a certificate signed Loan, the relevant Notice of Conversion, in each case executed by a Responsible Officer, dated the date of such extension of credit, stating that:any Person reasonably believed by Xxxxxx to be an Authorized Person; (ib) The No Default exists or would result from such borrowing or the application of the proceeds thereof, such continuation or such conversion; (c) Xxxxxxxx’s representations and warranties contained in this Agreement Article V, in the Security Agreement, and in each of the other Loan Facility 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 correct in all respects) on and as of the date of such extension of credit Credit Date 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 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 warrantyCredit Date; (iid) No Default There has not been promulgated, enacted, entered or Event enforced by any governmental or regulatory authority, body or entity any Law applicable to the transactions contemplated hereby, nor is there pending any action or proceeding by or before any such authority, body or entity involving a substantial likelihood of Default has occurred and is continuingan order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery, performance or enforceability of the Facility Documents, or would the making of the Loans or the enforceability, perfection or priority of Xxxxxx’s Lien on the Collateral; (e) Xxxxxx has received from counsel to Xxxxxxxx (who shall be reasonably satisfactory to Lender) a written opinion, in form and substance satisfactory to Lender, addressed to Xxxxxx and dated the date of such borrowing, conversion or continuation covering such matters incident to the transactions contemplated hereby as Lender may request, if as a result from of a change in Law or change in other circumstances, Xxxxxx has requested such extension of creditan opinion; (f) All legal matters incident to the making, continuation or conversion o f such Loan are satisfactory to Lender and its counsel; and (iiig) The Borrowing There shall have occurred no event, condition or issuance circumstance which Lender reasonably determines constitutes, or could constitute, a Material Adverse Effect. Each borrowing, continuation or conversion of a Loan shall constitute a representation and warranty by Borrower that the Letter of Credit is conditions contained in compliance with the provisions of Article II. Sections 4.02 (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary(c), the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hd) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Loans on the Restatement Closing Date, and the obligation of the Agent to take reasonable steps to cause the applicable Letter of Credit Issuer to issue be issued any Letter of Credit or created any Acceptance, including any Letter of Credit issued or Acceptance created on the Restatement Closing Date, and the obligation of the Lenders to participate in any credit support or enhancement provided through the Agent in connection with any such Letter of Credit or Acceptance, 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 applicable Borrowers a Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i1) and (ii) 2), with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officerthe president and chief financial officer or treasurer of such Borrower, 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 (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 Borrowers a 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 Majority Lenders have explicitly waived in writing compliance with such representation or warranty; (ii2) No Default or Event of Default 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) The Borrowing or issuance Such extension of credit is permitted to be made pursuant to Section 4.11 of the Letter of Credit is in compliance with the provisions of Article II.Senior Subordinated Note Indenture; (b) No the Agent and the Lenders shall have received such Borrowing shall exceed U.S. Availability other approvals, opinions or Canadian Availabilitydocuments as they may reasonably request; (c) no order, as applicable. Notwithstanding anything judgment or decree of any Public Authority and no law, rule or regulation applicable to the contraryAgent or any Lender shall purport by its terms to enjoin, restrain or otherwise prohibit the making of such Loan; (d) since December 31, 1994, no material adverse change shall have occurred with respect to the business, operations, assets, financial condition or prospects of any Borrower; and (e) in the case of a Capital Expenditure Loan, the Agent shall obtain a first priority perfected Lien, for the benefit of the Secured Creditors, on the Equipment that served as the basis for such Capital Expenditure Loan, contemporaneously with the making of such Capital Expenditure Loan; provided, however, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank BABC or the Agent for such Lender’s 's Pro Rata Share of any applicable Swingline BABC Loan or Agent Advance made as provided in accordance with the provisions of Sections 2.5(g) and 2.4(g), (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable 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: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 the following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 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 (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 Borrowers Borrower Representative 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 Default or Event of Default 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) The Borrowing No event has occurred and is continuing, or issuance would result from such extension of the Letter of Credit is in compliance with the provisions of Article IIcredit, which would reasonably be expected to have a Material Adverse Effect. (b) No Subject to the second sentence of Section 1.2(a)(i), no such Borrowing shall exceed U.S. Availability Availability. (c) No order shall have been entered or Canadian Availabilitysought by any Borrower in any of the Bankruptcy Cases, as applicable. Notwithstanding anything (i) for the appointment of a trustee or receiver, (ii) to convert any Bankruptcy Case from a proceeding under chapter 11 of the contrary, Bankruptcy Code to a proceeding under chapter 7 of the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h)Bankruptcy Code, or Sections 2.6(h(iii) and to dismiss any Bankruptcy Case. (i)) The Final Order shall be in full force and effect and shall not have been violated or breached by any Borrower, as applicable stayed, reversed, rescinded, modified, vacated or amended in any respect without the consent of the Required Lenders. (2d) None of the Bankruptcy Cases shall have been dismissed or converted to chapter 7 of the Bankruptcy Code, no Borrower shall have filed an application for an order dismissing its or any Participating Lender participating 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, and no trustee under chapter 7 or chapter 11 of the Bankruptcy Code shall have been appointed in a Canadian Revolving Loan funded by any of the Canadian Funding Banks in accordance with the provisions of Section 13.17Bankruptcy Cases.

Conditions Precedent to Each Loan. The obligation obligations of applicable the Lenders to make each Loan, including the initial 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 Loan are subject to the further satisfaction of the following additional conditions precedent except that on items (b), (c) and as of the date of any such extension of credit(d) below shall not be applicable to continuations or conversions into Base Rate Loans where no new funds are advanced: (a) The following statements the Borrower shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery have delivered to the Agent a Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the Lenders of a certificate signed by a Responsible Officer, dated the requested date of for such extension of credit, stating that:Loan; (ib) The no Default or Event of Default shall exist or will occur as a result of the making of the requested Loan; (c) no Material Adverse Effect shall have occurred; (d) each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct and shall be deemed to be repeated by the Borrower or the relevant Subsidiary Guarantor, as the case may be, as if made on the requested date for such Loan, except for any such representations and warranties as are expressly stated to be made as of a particular date which shall remain true and 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 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 warrantymade; (iie) No Default the Subsidiary Guaranties and all of the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (f) neither the consummation of the transactions contemplated hereby nor the making or Event incurrence of Default has occurred and is continuingsuch Loan shall contravene, violate, or would result conflict with any Requirement of Law or the indenture, as amended or modified from such extension time to time, of creditany of the Public Debt; and (iiig) The Borrowing the Agent and each Lender shall have received the payment of all fees due and payable by the Borrower hereunder and under the other Loan Documents and the Agent shall have received reimbursement from the Borrower, or issuance special legal counsel for the Agent shall have received payment from the Borrower, for (i) all reasonable fees and expenses of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything counsel to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of any applicable Swingline Loan Security Instruments, for which invoices have been presented as of or Agent Advance made in accordance with prior to the provisions date of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17requested Loan.

Conditions Precedent to Each Loan. The obligation of applicable Lenders No Lender shall be required to make each any Loan (including its initial Loan), including to continue a Loan for an additional Interest Period or to convert Loans of one Type to the initial Loans other Type, unless on the Closing applicable Credit 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 trueAgent has received (and has forwarded to each Lender), and in the acceptance by the applicable Borrowers case of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and the making of a Loan, the relevant Notice of Borrowing, or (ii) with the same effect as the delivery to the Agent and the Lenders conversion of a certificate signed Loan, the relevant Notice of Conversion, in each case duly executed by a Responsible Officer, dated the date of such extension of credit, stating that:Borrower; (ib) The no Default exists or would result from such borrowing or the application of the proceeds thereof, such continuation or such conversion; (c) each Obligor’s representations and warranties contained in this Agreement Article V or in the Security Agreement, are true 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 Credit Date as though made on and as of such dateCredit Date; (d) there has not been promulgated, other than enacted, entered or enforced by any governmental or regulatory authority, body or entity any Law applicable to the transactions contemplated hereby, nor is there pending any action or proceeding by or before any such representation authority, body or warranty which relates entity involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery, performance or enforceability of the Credit Documents, or the making of the Loans or the enforceability, perfection or priority of Lender’s Lien on the Collateral; (e) the Agent has received from counsel to a specified prior date and except Borrower, Guarantor and/or AHL (who shall be reasonably satisfactory to the extent Agent) a written opinion, in form and substance satisfactory to the Agent, addressed to the Agent and each Lender and dated the Lenders have been notified date of such borrowing, conversion or continuation covering such matters incident to the transactions contemplated hereby as the Agent or any Lender may request, if as a result of a change in writing by Law or change in other circumstances, the Borrowers that Agent or 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 Lender has requested such representation or warrantyan opinion; (iif) No Default all legal matters incident to the making, continuation or Event conversion of Default has occurred such Loan are satisfactory to the Agent Lender and is continuing, or would result from such extension of creditits counsel; and (iiig) The Borrowing there shall have occurred no event, condition or issuance circumstance which a Lender reasonably determines (and notifies the Agent, the other Lenders and Borrower) constitutes, or could constitute, a Material Adverse Effect. Each borrowing, continuation or conversion of a Loan shall constitute a representation and warranty by Borrower that the Letter of Credit is conditions contained in compliance with the provisions of Article II. Sections 4.02 (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability), as applicable. Notwithstanding anything to the contrary(c), the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(hd) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17have been satisfied.

Conditions Precedent to Each Loan. The obligation of applicable Lenders each Lender to make each Loan, including the initial 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 Loan shall be subject to the further conditions precedent that on and as satisfaction, or waiver by the Required Lenders immediately prior to or concurrently with the making of such Loan, of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 thatfollowing: (i) The all of the representations and warranties contained in this Agreement and the other Loan Documents are being 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 such date, before and after giving effect to such Loan and to the date application of such extension of credit the proceeds therefrom, as though made on and as of such date, date other than any such representation representations or warranty which relates warranties that, by their terms, refer to a specified prior specific date and except to the extent the Agent and the Lenders have been notified other than applicable Borrowing Date, in writing by the Borrowers that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified which case as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with of such representation or warrantyspecific date; (ii) No Default or Event of Default no event has occurred and is continuing, or would result from such extension Loan or the application of creditthe proceeds therefrom, that constitutes a Default or an Event of Default; (iii) since the Petition Date, there has not occurred any Material Adverse Change or any development, event or circumstances that is reasonably likely to result in a Material Adverse Change; (iv) the Administrative Agent has received (i) a Notice of Borrowing, duly executed by the Borrower that complies with Section 2.02(a) and Section 2.02(b), and (ii) a Cash Report for the preceding Calendar Week as required by Section 2.02(b); (v) the Loan Parties shall have paid all fees and expenses (including reasonable attorneys fees and expenses) due and owing to the Agents, the Lenders and the administrative agent of the Pre-Petition Credit Agreement; (vi) there shall be an Approved Budget that covers at least ten (10) full Calendar Weeks after the Borrowing Date and (x) the aggregate amount of cash actually held by the Loan Parties as of the last day of the Calendar Week immediately preceding such Loan shall be not less than 90% of the aggregate amount of cash that the Loan Parties were projected to have on such day in the Approved Budget, and (y) all accounts payable of the Loan Parties shall have been in the ordinary course of business since the Petition Date and none of the accounts payable of the Loan Parties incurred since the Petition Date is more than forty-five (45) days past due (other than accounts payable that are being disputed in good faith); (vii) the Administrative Agent, Managing Lender and the DIP Loan Administrator shall have received all of the information, reports and records regarding the Loan Parties that have been reasonably requested by them and all such information, reports and records shall be complete and accurate in all material respects; (viii) other than objections or threats to object to the entry of the Interim DIP Order or the Final DIP Order, there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party pending or threatened before any Governmental Authority or arbitrator that (i) could reasonably be expected to have, individually or together with all other events and circumstances, a Material Adverse Effect, or (ii) purports to affect the legality, validity or enforceability of any Loan Document, the Joint Plan or the consummation of the transactions contemplated hereby or thereby; (ix) the Loan Parties shall have provided the Administrative Agent, Managing Lender and the DIP Loan Administrator with such documents, certificates, instruments and opinions as have been reasonably requested by them regarding the Loan Parties, the Collateral and the Loan Parties' compliance with the Loan Documents; and (iiix) The Borrowing or issuance of the Letter of Credit is in compliance KERP (a) has not been filed with the provisions of Article II. Bankruptcy Court in form and substance satisfactory to the Managing Lender, (b) No such Borrowing shall exceed U.S. Availability is amended, modified or Canadian Availabilitysupplemented in any manner that is not approved by the Managing Lender, as applicable. Notwithstanding anything or (c) is withdrawn or not approved by the Bankruptcy Court within forty-five (45) days of the Petition Date in form and substance satisfactory to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Managing Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders In addition to make each Loan, including the initial Loans on the Closing Date, and the obligation of the Agent conditions precedent set forth in Section 8.1 being met, the obligations of the Lender to cause the applicable Letter of Credit Issuer to issue any Letter of Credit extend each Loan hereunder shall be subject to the further following conditions: (1) There shall not have occurred and be continuing any Event of Default and the Borrower shall be in compliance in all material respects with all of its respective covenants and obligations under the Operative Documents; (2) The Lender shall have received the Notice of Borrowing described in Section 2.2; (3) Taking into account the amount of the requested Loan, the Collateral Value of the Collateral shall be equal to or in excess of the aggregate principal balance of the Loans outstanding plus accrued interest thereon; (4) If such Loan is requested prior to the Servicing System Update, the Lender shall have received an original executed copy of the Acknowledgement Letter in the form attached hereto as Exhibit G-1 and any other documents reasonably required by the Lender in connection with the Lender’s right to receive reimbursement for Servicer Advances. If such Loan is requested on or after the Servicing System Update, the Lender shall have received an original executed copy of the Instruction Letter in the form attached hereto as Exhibit G-2 and any other documents reasonably required by the Lender in connection with the Lender’s right to receive reimbursement for Servicer Advances; provided, however that if the Servicing System Update enables the Borrower to establish a segregated account in the name of the Lender for the direct remittance of reimbursements of the Servicer Advances securing such Loan, the Borrower shall deliver written evidence, satisfactory to the Lender, of the establishment of such segregated account. (5) The following documents shall have been delivered to the Lender with respect to the Servicer Advances: (i) the original documents described in Section 3.3 hereof and (ii) a copy of the executed Pooling and Servicing Agreement governing the Servicer Advances and/or any supplements thereto, and the offering documents related to the Eligible Servicer Advances, each certified by the Borrower or the Trustee or master servicer under such Pooling and Servicing Agreement as a true, correct and complete copy of the original, and all ancillary documents required to be delivered to the certificateholders under such Pooling and Servicing Agreement; (6) Subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 13 hereof, the Lender shall have completed its due diligence review of the relevant documentation for each Loan and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Loans as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Lender in its reasonable discretion; (7) Neither of the following shall have occurred and/or be continuing: (a) An event or events resulting in the inability of the Lender to finance any Loans with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events or a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Agreement; or; (b) Any other event beyond the control of the Lender shall have occurred which the Lender reasonably determines will result in the Lender’s inability to perform its obligations under this Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that the conditions precedent that on and set forth in this Section 8.2 have been satisfied (both as of the date of any such extension of credit: (a) The following statements shall be truenotice, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (and any representation and warranty that is qualified as to materiality request or Material Adverse Effect is correct in all respects) on confirmation 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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article IIborrowing). (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders the Lender to make each Loan, including Loan (or each advance of a Loan in the initial Loans on the Closing Date, and the obligation case of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit a Forward Flow Purchase Agreement) shall be subject to the further conditions precedent that the Lender shall have issued an Accepted Borrowing Request with respect thereto and shall have received, on and as of or before the date of any such extension Loan (or such advance of creditsuch Loan in the case of a Forward Flow Purchase Agreement), each of the following with respect to such Loan, dated such date and in form and substance satisfactory to the Lender: (a) The following statements shall be trueA copy of the Purchase Agreement (or Forward Flow Purchase Agreement, if applicable) for the related Asset Pool, properly executed on behalf of the Borrower and the acceptance Asset Pool Seller, pursuant to which the Asset Pool Seller shall have agreed to transfer all Assets constituting a part of such Asset Pool to the Borrower, effective as of the Borrowing Date, free and clear of all liens, claims and encumbrances except Permitted Liens and those disclosed in the related Purchase Agreement, together with copies of the UCC-1 Financing Statement naming the Asset Pool Seller, as seller/debtor, in favor of the Borrower, as purchaser/secured party, with an adequate description of the Assets contained in the Asset Pool being acquired (or of the Assets contained in the portion of the Asset Pool being acquired in the case of a Forward Flow Contract) and such other items as may be required by the applicable Borrowers of any extension of credit shall be deemed to be a statement to Lender; provided, however, in the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders case of a certificate signed by purchase of a Responsible Officerportion of an Asset Pool under a Forward Flow Purchase Agreement, dated such copy of the UCC-1 Financing Statement may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension portion of credit, stating that:the Asset Pool; (ib) The representations A Note in the principal amount of the related Loan, properly completed and warranties contained executed on behalf of the Borrower; (c) Evidence of receipt by the Lender of the Borrower’s Asset Pool Equity Contribution with respect to the related Asset Pool, net of any Purchase Expenses paid or incurred by the Borrower in this Agreement and connection with consummation of its purchase of such Asset Pool; (d) A duplicate copy of the computer disk (or other Loan Documents are correct in medium reasonably acceptable to the Lender) showing all material respects (and any representation and warranty that is qualified relevant information as to materiality the Accounts being purchased by the Borrower, as provided by the Asset Pool Seller pursuant to the Purchase Agreement; provided, however, in the case of a purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, such duplicate copy of the computer disk (or Material Adverse Effect is correct in all respectsother medium reasonably acceptable to the Lender) on and as of may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such extension of credit as though made on and as portion 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 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 warrantyAsset Pool; (iie) No Default or Event A certificate of a responsible officer of the Servicer in favor of the Lender and the Borrower stating that, to the Servicer’s best knowledge, no Servicer Default has occurred and is continuing, or would result from such extension of credit; and (iiif) The Borrowing or issuance Such other information as the Lender may request to verify the Total Cost of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contraryAsset Pool, the foregoing conditions precedent in this Section 9.2 are not conditions nature or amount of the Accounts to (1) constitute a part thereof or any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17other matter related thereto.

Conditions Precedent to Each Loan. The obligation of applicable Lenders each Lender to make each Loan, any Loan (including the initial Loans Loan being made by such Lender on the Closing Date, ) and the obligation of the Agent to cause the applicable Letter of Credit Issuer Issuing Bank to issue any Facility Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of creditthat: (a) The following statements shall be truetrue on the date of such Loan or the Issuance Date (as applicable), before and after giving effect thereto and to the application of the proceeds therefrom or the issuance of the Facility Letter of Credit (as applicable) (and the acceptance by the applicable Borrowers Borrower of any extension the proceeds of credit such Loan or the issuance of Facility Letter of Credit (as applicable) shall be deemed to be constitute a statement to representation and warranty by the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated Borrower that on the date of such extension of credit, stating that:Loan or the Issuance Date (as applicable) such statements are true): (i) The representations and warranties of the Borrower contained in this Agreement Article IV and of each Loan Party in 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 such date or the date of such extension of credit Issuance Date (as applicable) as though made on and as of such date, other than any such representation date or warranty which relates to a specified prior date the Issuance Date (as applicable) (it being understood and except to the extent the Agent and the Lenders have been notified in writing by the Borrowers agreed that any representation or warranty which by its terms is not made on a specified date shall be required to be true and correct in all material respects (or that any representation and warranty that is qualified only as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with of such representation or warranty;specified date); and (ii) No Default or Event of Default has occurred and is continuing, exists or would will result from the Loans being made on such extension of credit; and (iii) The Borrowing date or from the issuance of the Facility Letter of Credit is in compliance with the provisions of Article IIon such Issuance Date (as applicable). (b) No The making of the Loans on such date or the issuance of the Facility Letter of Credit on the Issuance Date (as applicable) does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently. (c) The Administrative Agent shall have received (i) to the extent that, since the effective date of the Borrowing Base Certificate most recently delivered by the Borrower, any Eligible Hotel identified thereon has ceased to be an Eligible Hotel or the Administrative Agent has accepted, as an Eligible Hotel, a Hotel not identified on such Borrowing shall exceed U.S. Availability or Canadian AvailabilityBase Certificate, as applicable. Notwithstanding anything a new Borrowing Base Certificate, executed by a Responsible Officer of the Borrower, satisfactory to the contraryAdministrative Agent, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (hii) to the extent not previously delivered, copies of the Eligible Hotel Documents in respect of each of the Eligible Hotels (except as otherwise provided in Section 7.23(a)). (d) The Administrative Agent shall have received such material additional documents, or Sections 2.6(h) information and (i)materials as any Lender, as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by through the Canadian Funding Banks in accordance with the provisions of Section 13.17Administrative Agent, may reasonably request.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, all Loans (including the initial Loan) other than Letter of Credit Loans, to continue any Eurocurrency Rate Advances as such or to convert any outstanding Advances to Eurocurrency Rate Advances, to make Bid Loans on as to which the Closing Date, Company has accepted the relevant Competitive Bid and the obligation of the Agent to cause the applicable Letter issue, extend or renew Letters of Credit Issuer to issue any Letter of Credit Credit, shall be subject to the further conditions precedent that fulfillment of the following conditions: (a) the representations and warranties of the Company contained in Article IV (except for the last sentence of Section 4.5) and of each Guarantor contained in its Guaranty shall be true and correct on and as of the date of any such extension of credit: (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed on which each Loan is requested to be a statement made, on which each Advance is requested to the effect set forth in clauses (i) and (ii) be continued or converted or on which each Letter of Credit is requested to be issued, extended or renewed with the same force and 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 if 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 giving of the Borrowers that any representation relevant Notice of Borrowing, Continuation or warranty is not correct in all material respects (Conversion or that any the making of the relevant request for the issuance, extension or renewal of a Letter of Credit shall constitute a 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 warrantyeffect; (iib) No Default or no Event of Default has or Unmatured Event of Default shall have occurred and is continuing, be continuing on the Borrowing Date or would result from such exist after giving effect to the making of the requested Loan, the requested continuation or conversion of an Advance or the issuance, extension or renewal of creditthe requested Letter of Credit; and (iiic) The Borrowing except with respect to any Committed Loan, the Agent shall have received a timely and properly completed Notice of Borrowing, Continuation or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian AvailabilityConversion, as applicable. Notwithstanding anything to the contraryrequired under Section 2.2 or Section 2.5, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent shall have received a timely and properly completed written request for such Lender’s Pro Rata Share the issuance, extension or renewal of any applicable Swingline Loan or Agent Advance made in accordance with the provisions a Letter of Sections 2.5(g) and (h), or Sections 2.6(h) and (i)Credit, as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of required under Section 13.172.10.

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 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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; (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing or issuance of the Letter of Credit shall exceed U.S. Excess Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), 2.3 or Sections 2.6(h) and (iSection 2.2(b), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17applicable.

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 applicable Lenders to make each Loan, including the initial 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 applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (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 (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 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;; 159 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2 (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable the Lenders to make each Loan, including the initial Revolving Loans and initial Term Loans to be funded on the Closing Date and the additional Term Loans to be funded on the Term Loan Second Funding Date, and the obligation of the Agent to cause the applicable 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 the following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses CLAUSES (iI) and AND (iiII) 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 of the Borrowers 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 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 Default or Event of Default 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) The Borrowing or issuance amount of the Letter Borrowing Base (and the amount of the Borrower Base allocable to the applicable Borrower) shall be sufficient to make such Revolving Loans or issue such Letters of Credit is in compliance with without exceeding the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability for the applicable Borrower or Canadian Total Availability, as applicable. Notwithstanding anything to the contraryPROVIDED, HOWEVER, that the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any each Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Lenders' Pro Rata Share of any applicable Swingline Non-Ratable Loan or Agent Advance made in accordance with the provisions of Sections 2.5(gSECTIONS 2.2(H), (I) and (hJ), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

Conditions Precedent to Each Loan. The obligation of applicable Lenders each Lender to make each Loan, any Loan (including the initial any Loans being made by such Lender 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 creditthat: (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated true on the date of such extension Loan, both before and after giving effect thereto and to the application of credit, stating thatthe proceeds therefrom: (i) The representations and warranties contained of each Borrower set forth in Article IV of this Agreement and the in each other Loan Documents are Document shall be true and 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 Loan with the same effect as though made on and as of the date of such Loan (or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date); and (ii) Each Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such date, other than no Default or Event of Default shall have occurred and be continuing. (b) The making of the Loan on the date of such Loan does not violate any Requirement of Law on the date of or immediately following such representation Loan and is not enjoined, temporarily, preliminarily or warranty which relates to a specified permanently. (c) The Agent shall have received at least three Business Days prior date and except to the extent date of such Loan a Borrowing Base Certificate, which shall include calculations of Applicable Amounts (x) only for Mortgaged Properties that were Qualifying Mortgaged Properties on the date of such Borrowing Base Certificate and remain Qualified Mortgaged Properties on the date of such Loan and (y) computed based on the Applicable Period on the date of such Loan, executed by a Responsible Officer of each Borrower, satisfactory to the Agent. (d) If on such date the Agent shall have (i) reasonably determined that a revised version of the Uniform Commercial Code has become effective in one or more jurisdictions in which Collateral is located or any other facts, circumstances or conditions might exist on such date (and which did not exist on the Closing Date) which could adversely affect either (x) the ability of counsel to issue at such time the legal opinions originally delivered pursuant to Section 3.1(l) or (y) the perfection or priority of the security interests created pursuant to the Collateral Documents and (ii) requested same, the Agent shall have received from counsel (who shall be reasonably satisfactory to the Agent) for any Loan Party, an opinion or opinions in form and substance satisfactory to the Agent, addressed to the Agent and the Lenders and dated such date, covering such of the matters set forth in the opinions of counsel theretofore required to be delivered pursuant to Section 3.1(l) as the Agent shall specify or such other matters incident to the transactions contemplated herein as the Agent may reasonably request. (e) The Agent shall have received such additional documents, information and materials as any Lender, through the Agent, may reasonably request. (f) No repayment of the Revolving Credit Loans shall be required on such date pursuant to Section 6.15(c). (g) Except for any change in the condition (financial or otherwise), business, performance, prospects, results of operations or properties of the Borrowers and their Subsidiaries taken as one enterprise that occurred prior to June 30, 1999 and was expressly disclosed in the Parent's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, (x) there shall have been notified no Material Adverse Change since December 31, 1998, and (y) nothing shall have occurred since December 31, 1998 which, in writing the judgment of the Agent or any Lender, has had a Material Adverse Effect. Each submission by the Borrowers that any representation or warranty is not correct in all material respects to the Agent of a Notice of Borrowing and each acceptance by the Borrowers of the proceeds of each Loan (or that any each such event being a "Credit Event") shall be deemed to constitute a representation and warranty that is qualified by each of the Borrowers on the date of such Credit Event as to materiality or Material Adverse Effect is not correct the matters specified in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty; (ii) No Default or Event of Default has occurred and is continuingSections 3.2(a), or would result from such extension of credit; and (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II. (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable. Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to and (1f) any Lender participating in or reimbursing above and that all of the applicable Bank conditions specified in Section 3.2 and if applicable, 3.3 or the Agent for such Lender’s Pro Rata Share 3.4 have been satisfied as of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17that time.