Common use of Conditions Precedent to Each Loan Clause in Contracts

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender Lenders to make each Loan is Loan, including the initial Revolving Loans on the Closing Date shall be subject to the satisfaction further conditions precedent that on and as of the following conditions precedentdate of any such extension of credit: (a) the Lender following statements shall have received the documents, agreementsbe true, and instruments the acceptance by the Borrower of any extension of credit shall be deemed to be a statement to the effect set forth in Section 3.3(a)(iclauses (i) through and (v) applicable to such Loanii), each in form and substance satisfactory with the same effect as the delivery to the Lender Agent and its counsel and each the Lenders of a certificate signed by a Responsible Officer, dated the date of such Loan or as extension of an earlier date acceptable to the Lender;credit, stating that: (bi) 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; (c) all The representations and warranties contained in this Agreement and the other Loan Documents shall be true and are correct in all material respects on and as of the date of such Loan extension of credit as if then madethough made on and as of such date, other than representations any such representation or warranty which relates to a specified prior date and warranties that expressly relate solely except to an earlier date, in which case they shall the extent the Agent and the Lenders have been true notified by the Borrower that any representation or warranty is not correct and correct as of the Majority Lenders have explicitly waived in writing compliance with such earlier date;representation or warranty; and (dii) no Event of Default or No event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have has occurred and be continuing is continuing, or would result from the making such extension of the requested Loan as credit, which constitutes a Default or an Event of the date of such requestDefault; and (eb) The amount of the Borrower Borrowing Base shall be deemed sufficient to have hereby reaffirmed make such Revolving Loans without exceeding the Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Non-Ratable Loan or Protective Advance made in accordance with the provisions of Sections 2.2(h), (i) and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender(j).

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance reasonably satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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, except with respect to Permitted Liens; (c) all representations and warranties by the Borrower contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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;; and (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation Commitment of the Lender each Bank to make each Loan is (including, without limitation, the initial Loans) shall be subject to the satisfaction further conditions precedent that, on the date of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form the following statements shall be true (and substance satisfactory the delivery of a Notice of Borrowing shall be deemed to the Lender constitute a representation and its counsel and each dated warranty by Borrower that on the date of such Loan or as of an earlier date acceptable to the Lender;such statements are true): (ba) 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; (c) all The representations and warranties contained in Article 4 of this Agreement and the other Loan Documents shall be true and are correct in all material respects on and as of the date of such Loan Loan, before and after giving effect to such Loan, and to any other Loans to be made contemporaneously therewith, and to the application of the proceeds therefrom, as if then made, other than though made on and as of such date (except to the extent that such representations and warranties that expressly relate solely are specifically limited to an earlier a prior date, in which case they such representations and warranties shall have been be true and correct in all material respects on and as of such earlier prior date;); and (db) no Event No event has occurred and is continuing, or would result from such Loan or from any other Loans to be made contemporaneously therewith, or from the application of Default the proceeds therefrom, which constitutes, or event which with the lapse of time or the giving of notice or the passage of timeboth would constitute, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such requestDefault; and (ec) After giving effect to (i) such Loan together with all other Loans to be contemporaneously made therewith and (ii) the Borrower shall repayment of any Loans and Money Market Loans which are to be deemed to have hereby reaffirmed contemporaneously repaid at the time such Loan is made, such Loan will not result in either (x) the then outstanding total amount of all Loans exceeding the then total amount of all Commitments or (y) the sum of the Loans and ratified all security interests, liens, and other encumbrances heretofore granted by Money Market Loans of any Lender which are then outstanding exceeding the Borrower to amount of the LenderCommitment of such Lender then in effect.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (vx) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; (e) no Material Adverse Change or Material Adverse Effect shall have occurred as determined by Lender in its good faith business judgment; and (ef) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and; (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender; and (f) the Borrower shall not have suffered a Material Adverse Change.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance reasonably satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) the Lender shall have received a Schedule of the Equipment and a duly executed UCC-1 financing statement pertaining to such Equipment related to such Loan, in form and substance reasonably satisfactory to the Lender and its counsel, and the there shall be no prior 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 liensLoan; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the LenderLender hereunder.

Conditions Precedent to Each Loan. The obligation obligations of the Lender Lenders to make each Loan is are subject to the satisfaction of the following additional conditions precedent: (a) the Lender Borrowers shall have received delivered to the documents, agreements, Agent a Borrowing Request at least the requisite time prior to the requested date or time for the relevant Loan; and instruments set forth each statement or certification made in Section 3.3(a)(i) through (v) applicable to such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) the Lender no Default or Event of Default shall have received exist or will occur as a Schedule result 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 making of the Lender under this Agreement shall have been duly perfected and shall constitute first priority liensrequested Loan; (c) all 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 on and as of shall be deemed to be repeated by the date of such Loan Borrowers as if then mademade on the requested date for such Loan, other than except for any such representations and warranties that as are expressly relate solely stated to an earlier date, in be made as of a particular date which case they shall have been remain true and correct as of such earlier date; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; andmade; (e) the Borrower Guaranty and all of the Security Instruments shall be deemed 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 of such Loan shall contravene, violate, or conflict with any Requirement of Law; and (g) the Agent and each Lender shall have hereby reaffirmed and ratified received the payment of all security interests, liens, and other encumbrances heretofore granted fees payable by the Borrower to Borrowers hereunder and the Lender.Agent shall have received reimbursement from the Borrowers, or special legal counsel for the Agent shall

Conditions Precedent to Each Loan. The obligation Without limiting the applicability of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments precedent set forth in Section 3.3(a)(i) through (v) applicable 7 below to such DFS' obligation to make any Loan, each in form and substance satisfactory the obligation of DFS to make any Loan shall be subject to the Lender and its counsel and each dated further conditions precedent that, on the date of each such Loan or as of an earlier date acceptable to the Lender;Loan: (bi) The following statements shall be true: (A) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and Section 8 hereof are correct on and as of the date of such Loan as if then made, other than representations though made on 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; , and (dB) there exists no Event of Default or any other event which or occurrence which, with the giving of notice or the passage of time, or notice, or both, would constitute an Event of be a Default, nor would any Default shall have occurred and be continuing or would any such other event result from the making of the Loan requested by Borrower; (ii) Borrower shall have signed and sent to DFS, if DFS so requests, a request for advance, setting forth in writing the amount of the Loan requested; provided however, that the foregoing condition precedent shall not prevent DFS, if it so elects in its sole discretion, from making a Loan pursuant to Borrower's non-written request therefor; (iii) DFS shall have received a completed Borrowing Base Certificate, signed by the Borrower, and dated not more than one (1) Business Day prior to the date of Borrower's request for such Loan; and (iv) DFS hall have received such other opinions or documents as it may reasonably request. 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 are true as of the date of such request; and thereof (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower except to the Lenderextent the same expressly relates solely to any earlier date) and that all required conditions to the making of the loan have been met.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance reasonably satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date reasonably acceptable to the Lender; (b) the Lender shall have received a Schedule of the Equipment related to such Loan, in form and substance reasonably 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 by the Lender and shall constitute first priority liens; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (dc) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (ed) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance reasonably satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan as 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 in all material respects as of such earlier date; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of timefame, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; andmaking (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender Banks to make each Loan is all Loans (including the initial Loan) other than Letter of Credit Loans, to continue any Eurodollar Advances as such or to convert any outstanding Advances to Eurodollar Advances, and the obligation of U.S. Bank to issue Letters of Credit, shall be subject to the satisfaction fulfillment of the following conditions precedentconditions: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties of the Company contained in this Agreement Article IV and the other Loan Documents of BB Concepts, BB Investments and each Operating Subsidiary contained in its Guaranty shall be true and correct on and as of the date on which each Loan is requested to be made, on which each Advance is requested to be continued or converted or on which each Letter of such Loan Credit is requested to be issued, with the same force and effect as if then made, other than representations made on 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, and the giving of the relevant Notice of Borrowing, Continuation or Conversion or the making of the relevant request for the issuance of a Letter of Credit shall constitute a representation and warranty to such effect; (db) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Unmatured Event of Default shall have occurred and be continuing on the Borrowing Date or would result from exist after giving effect to the making of the requested Loan as Loan, the requested continuation or conversion of an Advance or the issuance of the date requested Letter of such requestCredit; and (ec) the Borrower Agent shall be deemed to have hereby reaffirmed received a timely and ratified all security interestsproperly completed Notice of Borrowing, liensContinuation or Conversion, as required under Section 2.02 or Section 2.05, or U.S. Bank shall have received a timely and other encumbrances heretofore granted by properly completed written request for the Borrower to the Lenderissuance of a Letter of Credit, as required under Section 2.09.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as if then made, other than representations and warranties that expressly relate solely to an earlier date, in which case they shall have been materially true and correct as of such earlier date; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the LenderLender in connection with its Obligations.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, agreements and instruments set forth in Section 3.3(a)(i) through (iii) and (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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 Security Agreement shall in such Equipment shall, upon the proper completion of all required filings of financing statements, have been duly perfected and shall constitute first priority liensliens (to the extent that such security interests can be perfected by the filing of Uniform Commercial Code financing statements (Form UCC-1)); (c) all representations and warranties contained in Section 4 of this Security Agreement and all representations and warranties contained in the other Loan Documents shall be true and correct on and as of the date of such Loan as 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;; and (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender Lenders to make each Loan, including the initial Loan is on the Closing Date or to provide for the issuance of any Letter of Credit shall be subject to the satisfaction further conditions precedent that on and as of the following conditions precedentdate of any such extension of credit: (a) the Lender The Borrower shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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 complied and shall constitute first priority liens; (c) then be in compliance with all representations terms, covenants, conditions and warranties contained in provisions of this Agreement and the other Loan Documents that are binding upon it. (b) There shall exist no Event or Event of Default hereunder. (c) The representations and warranties of the Borrower contained in this Agreement shall be true and correct on and with the same effect as of the date of though such Loan as if then made, other than representations and warranties had been made at the time of the making of the advance of the Loan or the issuance of the Letter of Credit except that expressly relate solely the representation and warranty pertaining to an earlier date, in which case they financial statements shall have been true and correct as refer to the latest financial statements furnished to the Lenders pursuant to the provisions of such earlier date;this Agreement. (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default No adverse change shall have occurred and be continuing or would result from in the making financial condition of the requested Loan as Borrower that would, in the good faith judgment of the date Agent, have a material adverse effect on the business condition (financial or otherwise), operations, performance or properties of such request; andthe Borrower or which could impair the Borrower's ability to perform under the Loan Documents. (e) All legal matters incident to the Borrower Loan shall be deemed satisfactory to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to counsel for the Lender. (f) On and after the Plan Effective Date, the Borrower is solvent. (g) No such Borrowing shall exceed Availability; provided, however, that the foregoing conditions are not conditions to each Lender participating in or reimbursing BA or the Agent or such Lender's pro rata share of any BA Loan or Agent advance.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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 liensliens subject to Permitted Liens; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making make of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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 have priority over all other liens, except for Permitted Liens; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making 11 of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.

Conditions Precedent to Each Loan. The obligation of the Lender --------------------------------- Lenders to make each Loan is W/C Loans, to convert a Reimbursement Obligation into an L/C Loan, or to make an advance under Section 2.7 hereunder shall be subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments precedent set forth in Section 3.3(a)(i) through below (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender;Agent): (ba) 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; (c) all The representations and warranties contained in this Agreement Section 8 (with the --------- exception of Section 8.4, the representations and the other Loan Documents warranties contained in which ----------- shall be true treated for the purposes of this subsection (a) as having been made (i) -------------- as regards the Company, with respect to the audited financial statements provided to the Agent by the Company immediately prior to the most recent such statements so provided and (ii) as regards any of the Members, with respect to the most recent audited financial statements provided to the Agent by such Member) are correct on and as of the date of such Loan (and after giving effect thereto) as though made on and as of such date (or, if then made, other than representations and warranties that expressly relate stated to have been made solely to as of an earlier date, in which case they shall have been were true and correct as of such earlier date); (db) no Event of Default or No event which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have has occurred and be continuing is continuing, or would result from the making of the requested Loan as of the date of such requestLoan, which constitutes a Default or an Unmatured Default; and (ec) In the Borrower case of W/C Loans only, the Agent shall have received a Drawdown Request, dated at least 10 (but not more than 30) days prior to the proposed funding date, duly executed and otherwise completed. Unless the Company shall have previously advised the Agent in writing that one or more of the above statements is no longer true, the Company shall be deemed to have hereby reaffirmed represented and ratified all security interestswarranted, liens, and other encumbrances heretofore granted on the date on which each Loan is made or each Letter of Credit is issued or amended that the above statements made by the Borrower to the Lendersuch party are true as of such date.

Conditions Precedent to Each Loan. The obligation of the Lender to make each Loan is subject to the satisfaction of the following conditions precedent: (a) the Lender shall have received the documents, agreements, and instruments set forth in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and substance satisfactory to the Lender and its counsel and each dated the date of such Loan or as of an earlier date acceptable to the Lender; (b) 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 loan granted in favor of the Lender under this Agreement shall have been duly perfected and shall constitute first priority liens; (c) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Loan as 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; (d) no Event of Default or event which with the giving of notice or the passage of timefame, or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of the requested Loan as of the date of such request; and (e) the Borrower shall be deemed to have hereby reaffirmed and ratified all security interests, liens, and other encumbrances heretofore granted by the Borrower to the Lender.