Common use of Conditions to All Loans Clause in Contracts

Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Revolving Credit Advance or Term Loan (each, an “Advance”) or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Loan Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier datedate and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation) and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result thereof; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding amount of the Revolving Loan would exceed Borrowing Availability (without deducting therefrom the outstanding Revolving Loans) (except as provided in which case such representations Section 2.1(b)(ii)). The request and warranties acceptance by Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligations shall have been truebe deemed to constitute, correct and complete in all material respects on and as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 3.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a duly authorized Officer of Companywriting delivered to Agent. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or Government Authority governmental authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates not violate any law including Regulation T, Regulation U or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative AgentRegulation X of the Board of Governors of the Federal Reserve System; and (vvi) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been satisfied and discharged, if after giving effect disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAgent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation effectiveness of each Lender this Agreement and obligations of the Lenders to make its Loans to the Borrower on each Funding Date are subject to the following further conditions precedent: A. The Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection Section 2.1B, a duly an executed Notice of Borrowing, in each case signed by a duly authorized Responsible Officer on behalf of Companythe Borrower in a writing delivered to the Administrative Agent. B. As of that Funding Date: (i) The , the representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that, if a representation . C. As of that Funding Date and warranty is qualified as after giving effect to materialitythe borrowing of any Loans thereon, the materiality qualifier set forth Revolving Exposure would not exceed the Availability Amount then in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;effect. (ii) D. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of a Default or a Potential Event of Default;. (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making E. If the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall most recent Fiscal Quarter for which Section 6.1 Financials have been satisfied and dischargeddelivered was not a Measurement Quarter, if after giving effect to then Holdings would have been in compliance with the making Financial Performance Covenants as of the Loans and the use last day of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered such Fiscal Quarter as if it were a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureMeasurement Quarter.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrowers. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority (including the Bankruptcy Court) shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) After giving effect to the proposed borrowing, the aggregate principal amount of all outstanding Loans shall not exceed the Commitments then in effect; (vi) Company shall have delivered such other certificates or documents that to Administrative Agent shall an Officer's Certificate (together with such supporting calculations as Administrative Agent may reasonably request) certifying that, in form before and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making contemplated application of the Loans amounts proposed to be borrowed, Company and the use of proceeds thereof, the its Subsidiaries shall be in pro forma compliance with subsection 6.6; and (vii) The aggregate amount of Obligations would Cash On Hand shall not exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture$2,000,000.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability. The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each Lender the Bank to make its Loans on each Funding Date are Loan is subject to the satisfaction of the following conditions precedentconditions: A. Administrative Agent (a) the fact that the Closing Date shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:occurred; (i) The with respect to each Revolving Loan, the fact that, immediately after the making of such Loan, the aggregate outstanding principal amount of all Revolving Loans will not exceed the lesser of (A) the available Borrowing Base minus the Letter of Credit Obligations and (B) the Revolving Commitment minus the Letter of Credit Obligations; and (ii) with respect to the Borrower's first request for a Revolving Loan after each occurrence of any fire, theft, water damage, vandalism or other damage to or loss of any Inventory for which insurance proceeds are paid to the Borrower or the Collateral Agent, the Borrower shall have executed and delivered to the Bank a new Borrowing Base Certificate based on information as of the date of such request; (c) the fact that, immediately before and after the making of such Loan, no Default or Event of Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrower contained herein and in the other Loan Documents this Agreement shall be true, correct and complete true in all material respects on and as of that Funding Date the date of such Loan or, if given with respect to the same extent as though made on and as of that a specific date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; providedand (i) the Bank shall in good faith have determined that its prospect of receiving payment in full of the Revolving Credit Loan Obligations or the Real Estate Term Loan Obligations then outstanding or its ability to exercise its rights and remedies hereunder and under the other Loan Documents has not been impaired, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No no event or condition shall have occurred since the Effective Date which had or could reasonably be expected to have a Material Adverse Effect and (iii) the Bank shall not reasonably suspect that one or more Defaults or Events of Default shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority continuing. Each Loan hereunder shall purport to enjoin or restrain such Lender from making the Loans be deemed to be made a representation and warranty by it the Borrower on that Funding Date; (iv) Company shall have delivered the date of such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect Loan as to the making of the Loans facts specified in clauses (d) and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1(e) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturethis Section.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by the chief executive officer, chief operating officer, president, the principal financial officer, the principal accounting officer or the treasurer of Company or by any authorized employee of Company designated by any of the above-described officers on behalf of Company in a duly authorized Officer of Companywriting delivered to Administrative Agent. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from After making the Loans to be made by it requested on that such Funding Date, the Total Utilization of Revolving Loan Commitments shall not exceed the lesser of (y) the Revolving Loan Commitments then in effect and (z) the Adjusted Borrowing Base Amount then in effect; (iv) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates not violate any law including Regulation T, Regulation U or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative AgentRegulation X of the Board of Governors of the Federal Reserve System; and (v) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of Holdings or Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries that has not been satisfied and discharged, if after giving effect disclosed by Holdings or Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use reasonable opinion of proceeds thereofAdministrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect or be inconsistent with the financial statements, balance sheets or financial projections delivered in accordance with subsection 4.1L or 4.1M; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation obligations of each Lender the Lenders to make its Loans and of the Issuing Bank to issue any Letter of Credit on each any Funding Date are subject to the Closing Date having occurred and the satisfaction of the following conditions precedentadditional conditions: A. Administrative (i) The amount of such Loan or Letter of Credit, together with the amounts outstanding on all other Loans and the Letter of Credit Usage made to such Funding Date, shall not exceed the least of (x) $100,000,000, (y) the Borrowing Base and (z) the aggregate amount of the Revolving Loan Commitments as such Revolving Loan Commitments shall have been reduced from time to time pursuant to subsections 2.4B(ii) and 2.4B(iii)(2); (ii) Any Eligible Assets which are scheduled to be added to the Borrowing Base on or before the Funding Date of such Loan or Letter of Credit pursuant to Schedule 2.10B shall in fact have been added to the Borrowing Base by such Funding Date as certified in a Borrowing Base Certificate delivered by such Funding Date and shall be subject to perfected Liens of the relevant Security Agreements; (iii) The Company shall have delivered to the Agent such other documents as may reasonably request and all such documents shall be in form and substance reasonably satisfactory to the Agent; (iv) As a condition to the making of a Loan on such Funding Date, the Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Responsible Officer of the Company.; B. (v) As a condition to the issuance of a Letter of Credit on such Funding Date, the Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.9B, an originally executed written notice from the -68- 76 Company, in accordance with the provisions of subsection 2.9B, in each case signed by a Responsible Officer of the Company; (vi) As of that Funding Date, if a Loan is being made or a Letter of Credit issued: (ia) The the representations and warranties of the Company contained herein and in the other Loan Documents and in the applicable Borrowing Base Certificate shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, date (except to the extent such representations and warranties specifically the same expressly relate to an earlier date, in which case such representations and warranties shall have been were true, correct and complete in all material respects on and as of such earlier date; provided), thatand the Company shall be deemed to have represented to the Agent, if a representation the Issuing Bank and warranty is qualified the Lenders to such effect and as to materiality, the materiality qualifier matters set forth in clauses (b) through (e) of this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition3.2A(vi); (iib) No no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iiic) No orderno injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, judgment suit or decree of any arbitrator or Government Authority shall purport proceeding seeking to enjoin or restrain such Lender from otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making the of Loans to be made by it on that Funding Dateand issuing Letters of Credit hereunder; (ivd) Company no Change of Control shall have delivered such occurred (other certificates or documents that Administrative than a Change of Control in respect of which (x) the date specified in the notice sent from the Agent to the Company and the Lenders pursuant to subsection 2.4B(iii)(2) for prepayment of the Loans and termination of the Commitments shall reasonably request, in form have occurred and substance reasonably satisfactory (y) any Lender shall have elected to Administrative Agenthave its Commitment continue pursuant to subsection 2.4B(iii)(2)); and (ve) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making a Letter of the Loans and the use of proceeds thereofCredit is being issued on such Funding Date, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed paid the fee required by an Officer subsection 2.9E (1)(ii) with respect to such Letter of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested Credit and the fees required by Administrative Agentsubsection 2.9E(2) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturewhen due.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date (which shall not include the conversion or continuation of outstanding Loans without any increase in the principal amount thereof) are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Borrowers or by any executive officer of Borrowers designated by any of the above-described officers on behalf of Borrowers in a duly authorized Officer of Companywriting delivered to Administrative Agent. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Borrowers shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or Government Authority governmental authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates not violate any law including, without limitation, Regulation T, Regulation U or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative AgentRegulation X of the Board of Governors of the Federal Reserve System; and (vvi) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of any Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Parent or any Credit Party or any property of Parent or such Credit Party that has not been satisfied and discharged, if after giving effect disclosed by Borrowers in writing pursuant to subsection 4.6 or 5.1(xii) prior to the making of the last preceding Loans and (or, in the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) case of the Senior Subordinated Note Indentureinitial Loans, Company prior to the execution of this Agreement), and there shall have delivered occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a certificate, signed by Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.injunction or other

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that date, such date (except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date), in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is so untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)). The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are is subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in if the other Loan Documents Funding Date is the Funding Date of the initial Loans, (a) the Specified Representations shall be true, true and correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, true and correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date and (b) the representations made by or with respect to the Target in the Merger Agreement that are material to the interests of the Lenders are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) as of the date of the Merger Agreement (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date) and as of the Closing Date, as though made on and as of the Closing Date; (ii) if the Funding Date is the Funding Date of Loans other than the initial Loans, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;and (iiiii) No no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct (i) the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability or (ii) the outstanding amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base. The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making Collateral Documents. Letter of Credit Obligations shall be deemed incurred by the Loans and issuance of a new Letter of Credit, by the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1extension (other than an automatic extension) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by expiry date of an Officer existing Letter of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted Credit and by the Senior Subordinated Notes Indentureincrease in amount of an existing Letter of Credit.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company.”): B. As of that Funding Date: (a) (i) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier datedate (it being understood that the schedules to the Security Agreement expressly relate to the Closing Date), and (ii) Agent (or, in which the case of Canadian Borrower, Canadian Agent) or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iii) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of any Letter of Credit Obligation), and (ii) Agent (or, in the borrowing contemplated by such Notice case of Borrowing Canadian Borrower, Canadian Agent) or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making Letter of Credit Obligation), (i) the Loans outstanding amount of the aggregate U.S. Revolving Loan would cause U.S. Borrowing Availability to be made by it on that Funding Date;less than zero or (ii) the outstanding amount of the Canadian Revolving Loan would cause the Canadian Borrowing Availability to be less than zero; or (ivd) Company after giving pro forma effect to any Advance (or the incurrence of any Letter of Credit Obligation), Aggregate Borrowing Availability would be less than $40,000,000 or the Dollar Equivalent thereof and Borrowers shall have not delivered to Agents a Compliance Certificate demonstrating that EBITDA and the Fixed Charge Coverage Ratio were at least $70,000,000 or the Dollar Equivalent thereof and 1.1 to 1.0, respectively, as of the last day of the month ending 30 or fewer days prior to the proposed date of such other certificates Advance or documents the incurrence of such Letter of Credit Obligation. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that Administrative Agent shall reasonably request, the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1(ii) a reaffirmation by Borrowers (other than Canadian Borrower) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations cross guaranty provisions set forth in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence Section 10 and of the Loans by Company would then be permitted by granting and continuance of Agent’s (or, in the Senior Subordinated Notes Indenturecase of Canadian Borrower, Canadian Agent’s) Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty warranty, covenant or condition is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after After giving effect to the making of the Loans and the use of proceeds thereofrequested on such Funding Date, the aggregate amount Total Utilization of Obligations would Revolving Loan Commitments shall not exceed (1) the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1Revolving Loans then in effect or (2) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations Borrowing Base then in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureeffect.

Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are is subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The if the Funding Date is the Funding Date of the initial Loans, (a) the Specified Representations shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, for purposes of this condition and (b) the representations of Target in the Merger Agreement that are material to the interests of the Lenders and solely to the extent to which Company has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the Closing Date, as though made on and as of the Closing Date. (ii) if the Funding Date is the Funding Date of Loans other than the initial Loans, the representations and warranties contained herein (other than the representations and warranties contained in subsection 5.8) and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) above shall be disregarded with respect to such representation and warranty, for purposes of this condition;; and (iiiii) No no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation several obligations of each Lender Lenders to make its Loans Loans, including the initial Loan, on any date (each such date a “Funding Date Date”) are subject to the following further conditions precedent:precedent set forth below. A. (A) Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1BSubsection 1.3, a duly executed Notice of Borrowing, in each case signed by Borrowing requesting an advance of a duly authorized Officer of CompanyLoan. B. As of that Funding Date: (iB) The representations and warranties contained in Section 5 of this Agreement and elsewhere herein and in the other Loan Documents shall be (and each request by Borrower for a Loan shall constitute a representation and warranty by Borrower that such representations and warranties are) true, correct and complete in all material respects on and as of that such Funding Date to the same extent as though made on and as of that date, except for any representation or warranty limited by its terms to a specific date and taking into account any amendments to the extent such representations and warranties specifically relate Schedules or Exhibits as a result of any disclosures made in writing by Borrower to an earlier date, in Administrative Agent after the Closing Date which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as disclosures are acceptable to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;Administrative Agent. (iiC) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;. (iiiD) No order, judgment or decree of any court, arbitrator or Government Governmental Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date;any Loan. (ivE) Company Since December 31, 2001, there shall not have occurred any event or condition that has had or could reasonably be expected to have a Material Adverse Effect. (F) All Loan Documents shall be in full force and effect. (G) Borrower and Guarantors shall have delivered to Administrative Agent such other documents, certificates or documents that and opinions as Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturerequests.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct and complete in all material respects the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability based on and the Leverage Ratio calculated as of such earlier date; providedthe last day of the most recently ended Fiscal Quarter for which financial statements are available. The request and acceptance by Borrower of the proceeds of any Advance, thatthe incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, if or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 2.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each the Lender to make its Loans on each Funding Date are any Loan hereunder is subject to the satisfaction prior to or concurrently with the making of such Loan of the following conditions precedent: A. Administrative Agent shall have received before that Funding Dateprecedent in form and substance satisfactory to Lender as determined by the Lender in its sole discretion, or duly waived in writing by the Lender in accordance with Section 8.5: (a) The Lender shall receive from the provisions of subsection 2.1B, Borrower (A) a duly executed and completed Promissory Note, specifying or reflecting (by recordation or other notation by Lender from time to time on the Note and/or in books and records maintained for such purpose, whether manually, electronically or digitally) the principal amount of the requested Loan and dated the date of the requested Disbursement Date; (B) a duly executed and completed Notice of BorrowingBorrowing in accordance with Section 2.1(b); and (C) such other Credit Documents as may be required by Lender, to the extent not previously executed and delivered in each case signed by a duly authorized Officer of Companyconnection with the original closing and such requirement to deliver the relevant Credit Documents is covered herein. B. As (b) If the Borrower elects to increase the Maximum Total Amount above an initial Maximum Total Amount of that Funding $15,000,000, the Borrower shall provide additional Letters of Credit at any time and from time to time within the six (6) month period following the Effective Date:. (ic) The representations and warranties made by the Borrower regarding the Borrower herein or which are contained herein and in the any certificate, document or financial or other Loan Documents Credit Document furnished at any time under or in connection herewith, shall be true, true and correct and complete in all material respects on and as of that Funding each the Borrowing Date to and the same extent Disbursement Date for such Loan as though if made on and as of that date, except to such date (unless the extent such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case such representations and warranties representation or warranty shall have been true, true and correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (iid) No event default or Event of Default shall have occurred and be continuing on such date or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of Loan to be made on such Disbursement Date. (e) After giving effect to the Loans and the use of proceeds thereof, requested Loan the aggregate amount of Obligations would all Loans shall not exceed the maximum amount Maximum Total Amount. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against Borrower or against the officers or directors of “Senior Borrower (A) in connection with the Credit Facilities” Indebtedness permitted Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which is likely to, in the reasonable opinion of Lender, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Credit Agreement shall have been issued by any Governmental Authority. (g) (i) since the date of the Most Recent Borrower Financial Statements, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect with respect to the condition, financial or otherwise, or the results and business prospects of Borrower and (ii) no representations made or information supplied to Lender shall have been proven to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations inaccurate or misleading in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureany material respect.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Applicable Agent or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating any Advance (if such demonstration is requested by Administrative Agent) that or the incurrence of any Letter of Credit Obligation), and Applicable Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the Dollar Equivalent of the outstanding amount of the aggregate US Tranche A Loan would exceed US Tranche A Borrowing Availability (except as provided in Section 1.1(a)(ii)), (ii) the Dollar Equivalent of the outstanding amount of the aggregate US Tranche A1 Loan would exceed US Tranche A1 Borrowing Availability, (iii) the Dollar Equivalent of the outstanding amount of the aggregate Canadian Tranche A Loan would exceed Canadian Tranche A Borrowing Availability (except as provided in Section 1.2(b)), (vi) the Dollar Equivalent of the outstanding amount of the aggregate Canadian Tranche A1 Loan would exceed Canadian Tranche A1 Borrowing Availability, (v) the Dollar Equivalent of the outstanding amount of the US Tranche A Loans by Company would then be permitted by together with the Senior Subordinated Notes IndentureDollar Equivalent of the outstanding amount of the Canadian Tranche A Loans exceeds the US Tranche A Loan Commitment, (vi) the Dollar Equivalent of the outstanding amount of the US Tranche A1 Loans together with the Dollar Equivalent of the outstanding amount of the Canadian Tranche A1 Loans exceeds the US Tranche A1 Loan Commitment or (vii) the Dollar Equivalent of the outstanding amount of the US Loans together with the Dollar Equivalent of the outstanding amount of the Canadian Loans exceeds the sum of the US Tranche A Loan Commitments and the US Tranche A1 Loan Commitments. For the avoidance of doubt, it is agreed that the Canadian Tranche A Loan Commitment is a subfacility of the US Tranche A Loan Commitment and the Canadian Tranche A1 Loan Commitment is a subfacility of the US Tranche A1 Loan Commitment.

Conditions to All Loans. The obligation of each Lender to make its honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans on each Funding Date are to the other Type, or a continuation of Libor Loans) is subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (ia) The representations and warranties contained herein of the Borrowers and in the each other Loan Documents Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as date of that datesuch Credit Extension, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations they shall be true and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, thatand except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the Alternative Currency. (e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to the rights created under the Loan Documents or as to the application of the proceeds of the realization of any such rights. Each Request for Credit Extension submitted by the Company shall be deemed to be a representation and warranty is qualified as to materiality, that the materiality qualifier set forth conditions specified in this subsection 4.2B(iSections 4.02(a) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (iib) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied on and discharged, if after giving effect to the making as of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) date of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureapplicable Credit Extension.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with date thereof (the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"FUNDING DATE"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of the borrowing contemplated by such Notice any Letter of Borrowing Credit Annex A Page 81 Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No ordersince December 31, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall 2002 there have been satisfied and discharged, if after giving effect to the making events or changes in facts or circumstances affecting any Credit Party or any of the Loans and the use of proceeds thereof, its Subsidiaries which individually or in the aggregate amount have had or could reasonably be expected to have a Material Adverse Effect and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Obligations would exceed the maximum amount Credit Obligation as a result of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.events or changes;

Conditions to All Loans. The obligation of each Lender Bank to make its Loans on each Funding Date are subject to the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it hereunder on that Funding any Disbursement Date (including the initial Disbursement Date;) is subject to the further conditions that, on such Disbursement Date: (iva) Company shall have delivered such other certificates or documents that The Administrative Agent shall reasonably requesthave received a notice of borrowing pursuant to Section 2.2. (b) After giving effect to the disbursement of the Loans on such Disbursement Date, in form the following statements shall be true and substance reasonably satisfactory correct (and the giving of the notice of borrowing pursuant to Administrative AgentSection 2.2 shall constitute a representation and warranty by the applicable Borrower that on such Disbursement Date such statements are true and correct): (i) there shall not have occurred and be continuing a Default or an Event of Default; and (vii) Unless the representations and until warranties of each Obligor set forth in Section 8.1 (except the Senior Subordinated Note Indenture representations and warranties set forth in Section 8.1(l) to the extent there has been a change in applicable law or regulation or in the interpretation thereof since the date of this Agreement), and the representations and warranties of each Obligor made pursuant to the other Loan Documents to which such Obligor is a party, shall be true and correct on and as of such Disbursement Date as if made on and as of such Disbursement Date. (c) The Administrative Agent shall have been satisfied and discharged, if after giving effect received a Principal Note for each Bank in an amount equal to the making each installment of the such Bank’s Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of made on such Disbursement Date, dated such Disbursement Date, each substantially in the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations form set forth in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureExhibit A-1 and duly completed.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, date in which case if such representations and warranties shall have been true, correct and complete representation or warranty is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of such earlier date, unless Co-Administrative Agents and the Requisite Revolving Lenders have determined to make such Advance or incur such Letter of Credit Obligation notwithstanding the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), unless Co-Administrative Agents and the Requisite Revolving Lenders shall have determined to make any Advance or incur any Letter of Credit Obligation notwithstanding the occurrence and continuance of such Default or Event of Default; providedor (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), thatthe outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability. The request and acceptance by Borrower of the proceeds of any Advance, if the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date (other than any Funding Date relating to any Refunded Swing Line Loans) are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer or cash management personnel of Company designated by any of the above-described officers on behalf of Company in a duly authorized Officer of Companywriting delivered to Agent. B. In the case of the initial Revolving Term Loans in an aggregate principal amount not exceeding $100,000,000, on or prior to the Funding Date for such Revolving Term Loans, the Term Loans shall have been made, and at least one Business Day prior to the Funding Date for any other Revolving Term Loans, Revolving Loans or the initial Swing Line Loans, the Term Loans shall have been made. 97 105 C. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or Government Authority governmental authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative AgentRegulation X of the Board of Governors of the Federal Reserve System; and (vvi) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of any of the Loan Parties (other than Land Trusts), threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting any of the Loan Parties or any property of any of the Loan Parties that has not been satisfied and discharged, if after giving effect disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAgent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount Transactions, the 98 106 transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation of each Lender to make its Loans on each Funding Date are is subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; providedPROVIDED, that, if a representation and warranty warranty, covenant or condition is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until With respect to any borrowings under the Senior Subordinated Note Indenture Revolving Credit Facility, since December 31, 2004, nothing shall have been satisfied occurred (and dischargedthe Lenders shall have become aware of no facts or conditions not previously known) which Administrative Agent determines could reasonably be expected to have (i) a material adverse effect upon the business, if operations, properties, assets, condition (financial or otherwise) or prospects of Company and its Subsidiaries taken as a whole, or (ii) the impairment of the ability of any Loan Party to perform, or of Administrative Agent or Lenders to enforce, the Obligations. (vi) With respect to any borrowings under the Revolving Credit Facility, after giving effect to such borrowings, (i) the making proceeds of the Revolving Loans and Swing Line Loans applied to finance Permitted Acquisitions shall not exceed $40,00,000 and (ii) the use proceeds of proceeds thereof, the aggregate amount of Obligations would Revolving Loans and Swing Line Loans applied for any other purpose shall not exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture$30,000,000.

Conditions to All Loans. The obligation several obligations of each Lenders to make Loans, including the Term Loan X-0, Xxxx Xxxx X-0 and any Revolver Loan, of any Issuing Lender to issue Letters of Credit, and of Swingline Lender to make its Loans Swingline Loans, on any date (each such date, a “Funding Date Date”) are subject to the following further conditions precedentprecedent set forth below: A. (A) Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1BSubsection 1.3, a duly executed Notice of BorrowingBorrowing requesting an advance of a Loan, or, in each case signed by accordance with the provisions of Subsection 1.1(F)(iv), a duly authorized Officer notice requesting the issuance of Companya Letter of Credit. B. As of that Funding Date: (iB) The representations and warranties contained in Section 5 of this Agreement and elsewhere herein and in the other Loan Documents shall be (and each request by Borrower for a Loan or the issuance of a Letter of Credit shall constitute a representation and warranty by the Loan Parties that such representations and warranties are) true, correct and complete in all material respects on and as of that such Funding Date to the same extent as though made on and as of that date, except for any representation or warranty limited by its terms to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (iiC) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;. (iiiD) No order, judgment or decree of any court, arbitrator or Government Governmental Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date;any Loan or an Issuing Lender from Issuing any Letter of Credit. (ivE) Company Since the Third Amendment Date, there shall not have delivered such other certificates occurred any event or documents condition has had or would reasonably be expected to have a Material Adverse Effect. Notwithstanding the above, at any time that Administrative Agent shall reasonably requestthe CoBank Cash Management Agreement is in effect, Swingline Lender may waive, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until its sole discretion, any one or more of the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect conditions precedent in this Subsection 7.2 with respect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureany Swingline Loan.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent has, or the Requisite Lenders have, determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of the borrowing contemplated by such Notice any Letter of Borrowing Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making Letter of Credit Obligations), the Loans to be made by it on that Funding Dateoutstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability; (ivd) Company with respect to any Term Loan Advance, the Initial Term Lender shall not have delivered such other certificates transferred and assigned, or documents that Administrative Agent shall reasonably requestentered into one or more participation agreements in respect of, all of its obligations in form and substance reasonably satisfactory to Administrative Agent; andrespect of the Term Loan Commitment; (ve) Unless as of any date after the date on which the Final Order is entered, Holdings is not in good standing in the State of Delaware; or (f) after the twenty-fifth day following the Closing Date, the Final Order has not been delivered. The request and until acceptance by any Borrower of the Senior Subordinated Note Indenture proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 7.2 have been satisfied and discharged, if after giving effect to the making (ii) a reaffirmation by Borrowers of the Loans cross guaranty provisions set forth in Section 10 and of the use granting and continuance of proceeds thereofAgent’s Liens, the aggregate amount on behalf of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred itself and Lenders, pursuant to Section 4.03(b)(1this Agreement. Letter of Credit Obligations shall be deemed incurred by the issuance of a new Letter of Credit, by the extension (other than an automatic extension) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by expiry date of an Officer existing Letter of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted Credit and by the Senior Subordinated Notes Indentureincrease in amount of an existing Letter of Credit.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability. The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making Collateral Documents. Letter of Credit Obligations shall be deemed incurred by the Loans and issuance of a new Letter of Credit, by the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1extension (other than an automatic extension) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by expiry date of an Officer existing Letter of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted Credit and by the Senior Subordinated Notes Indentureincrease in amount of an existing Letter of Credit.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Applicable Agent or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating any Advance (if such demonstration is requested by Administrative Agent) that or the incurrence of any Letter of Credit Obligation), and Applicable Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the Dollar Equivalent of the outstanding amount of the aggregate US Tranche A Loan would exceed US Tranche A Borrowing Availability (except as provided in Section 1.1(a)(ii)), (ii) the Dollar Equivalent of the outstanding amount of the aggregate US Tranche A1 Loan would exceed US Tranche A1 Borrowing Availability, (iii) the Dollar Equivalent of the outstanding amount of the aggregate Canadian Tranche A Loan would exceed Canadian Tranche A Borrowing Availability (except as provided in Section 1.2(a)(ii)), (vi) the Dollar Equivalent of the outstanding amount of the aggregate Canadian Tranche A1 Loan would exceed Canadian Tranche A1 Borrowing Availability, (v) the Dollar Equivalent of the outstanding amount of the US Tranche A Loans by Company would then be permitted by together with the Senior Subordinated Notes IndentureDollar Equivalent of the outstanding amount of the Canadian Tranche A Loans exceeds the US Tranche A Loan Commitment, (vi) the Dollar Equivalent of the outstanding amount of the US Tranche A1 Loans together with the Dollar Equivalent of the outstanding amount of the Canadian Tranche A1 Loans exceeds the US Tranche A1 Loan Commitment or (vii) the Dollar Equivalent of the outstanding amount of the US Loans together with the Dollar Equivalent of the outstanding amount of the Canadian Loans exceeds the sum of the US Tranche A Loan Commitments and the US Tranche A1 Loan Commitments. For the avoidance of doubt, it is agreed that the Canadian Tranche A Loan Commitment is a subfacility of the US Tranche A Loan Commitment and the Canadian Tranche A1 Loan Commitment is a subfacility of the US Tranche A1 Loan Commitment.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier datewarranty or representation is untrue or incorrect; provided, however, that, if notwithstanding the foregoing, no Advance shall be made and no Letter of Credit Obligations shall be incurred at a representation and warranty is qualified as time when the Condition to materiality, the materiality qualifier All Loans set forth in this subsection 4.2B(iclause (a) shall be disregarded with respect to such representation and warranty, for purposes of this condition; is not satisfied if either (iiI) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making such Advance or incurrence of the Loans and the use a Letter of proceeds thereofCredit Obligation, the aggregate amount of all Advances made and Letter of Credit Obligations would exceed incurred during the maximum period when the Conditions to All Loans set forth in this clause (a) or clause (b) below is not satisfied exceeds at any point in time an amount equal to (x) the total amount of “Senior the Loans (including, without duplication, Letter of Credit Facilities” Indebtedness permitted Obligations) outstanding at the time such condition first is not satisfied plus (y) $20,000,000 or (II) sixty (60) days shall have passed since the time when such Conditions to be incurred pursuant All Loans set forth in this clause (a) were first not satisfied, unless in the case of (I) or (II), either: (i) the Condition to Section 4.03(b)(1All Loans set forth in this clause (a) becomes satisfied or (ii) Supermajority Lenders have determined to continue making Advances and incurring Letter of Credit Obligations in excess of the Senior Subordinated Note Indenturesum of (x) and (y) above during the period that the Condition to All Loans set forth in this clause (a) is not satisfied; (b) any Default or Event of Default has occurred and is continuing or would result, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating after giving effect to any Advance (if such demonstration is requested by Administrative Agent) that or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; provided, however, that, notwithstanding the Loans foregoing, no Advance shall be made and no Letter of Credit Obligations shall be incurred following the occurrence of a Default or Event of Default, if either (I) after giving effect to such Advance or incurrence of a Letter of Credit Obligation, the aggregate amount of Advances made and Letter of Credit Obligations incurred during the pendency of such Default or Event of Default exceeds, at any point in time an amount equal to (x) the total amount of the Loan (including, without duplication, Letter of Credit Obligations) outstanding at the time such Default or Event of Default shall first have occurred plus (y) $20,000,000 or (II) sixty (60) days shall have passed since the time when such Default or Event of Default shall first have occurred, unless, in the case of (I) or (II) either: (i) such Default or Event of Default, as the case may be, has been waived pursuant to the terms of the Agreement or (ii) Supermajority Lenders have determined to continue making Advances and incurring Letter of Credit Obligations in excess of the sum of (x) and (y) above during the pendency of such Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(b)(ii)). The request and acceptance by Company would then any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be permitted deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the Senior Subordinated Notes Indentureconditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein in this Agreement and in the other Loan Credit Documents executed on or prior to such Funding Date shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materialitymateriality or Material Adverse Effect, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, warranty the materiality or Material Adverse Effect qualifier set forth above shall be disregarded for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that constitutes or would constitute an Event of Default or a Potential Event of Default; (iii) Each Credit Party shall have performed in all material respects all applicable agreements and covenants and satisfied all applicable conditions which this Agreement or any other Credit Document provides shall be performed or satisfied by it on or before that Funding Date; provided, that, if an agreement, covenant or condition is qualified as to materiality or Material Adverse Effect, with respect to such agreement, covenant or condition, the materiality or Material Adverse Effect qualifier set forth above shall be disregarded for purposes of this condition; (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (iv) Company , and no litigation, inquiry or action shall have delivered such other certificates be pending or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory threatened with respect to Administrative Agentthe making of Loans hereunder or the transactions contemplated hereby; and (v) Unless There shall not be pending or, to the knowledge of Borrower and until the Senior Subordinated Note Indenture shall have other Credit Parties, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any the other Credit Parties or any property of Borrower or any of any the other Credit Parties that has not been satisfied and discharged, if after giving effect disclosed by Borrower in writing pursuant to subsection 6.1(x) prior to the making of the last preceding Loans (or, in the case of the initial Delayed Draw Term Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAdministrative Agent or of Requisite Lenders, could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed Loans hereunder. C. As of that Funding Date, if the maximum amount Merger Transaction has not been consummated by the Merger Transaction Termination Date and Borrower intends to borrow Delayed Draw Term Loans or Revolving Loans in excess of “Senior Credit Facilities” Indebtedness permitted Two Million Dollars ($2,000,000), then Administrative Agent shall have received the Pledge Agreement executed by all of the equity owners of Borrower and certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to be incurred Administrative Agent), if any, representing all Capital Stock pledged pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndenturePledge Agreement.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company.. 94 104 B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, thathowever, if a representation and warranty is qualified as that this clause shall not apply to materiality, any Discretionary Post-Default Loan to the materiality qualifier set forth extent waived by the Administrative Agent in this subsection 4.2B(i) shall be disregarded its sole discretion in connection with respect to such representation and warranty, for purposes of this condition;Discretionary Post-Default Loan. (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;; provided, however, that this clause (ii) shall not apply to any Discretionary Post-Default Loan to the extent waived by the Administrative Agent in its sole discretion in connection with such Discretionary Post-Default Loan. (iii) No order, judgment Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made satisfied by it on or before that Funding Date;; provided, however, that this clause (iii) shall not apply to any Discretionary Post-Default Loan to the extent waived by the Administrative Agent in its sole discretion in connection with such Discretionary Post-Default Loan. (iv) After giving effect to the Loans requested on the Funding Date, the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitments then in effect; (v) After giving effect to the Loans requested on the Funding Date, the Total Utilization of Revolving Loan Commitments will not exceed the Borrowing Base currently in effect; provided, however, that this clause shall not apply to the borrowing of any Swing Line Loan that is a Discretionary Overdraft Loan or any Revolving Loans that are Revolving Discretionary Overdraft Loans; (vi) In the case of any Swing Line Loan that is a Discretionary Loan: (a) after giving effect to the Loans requested on the Funding Date, the Total Utilization of Revolving Loan Commitments will not exceed the Maximum Discretionary Borrowing Base Amount currently in effect; (b) after giving effect to the Loans requested on the Funding Date, the aggregate outstanding principal amount of Discretionary Loans and Revolving 95 105 Discretionary Loans will not exceed the Maximum Discretionary Amount currently in effect; (c) the chief financial officer of the Company shall have provided a certificate describing the use of proceeds for such Discretionary Loans and certifying that such use shall not violate subsection 2.5 hereof; and (d) each Loan Party shall have complied with all other conditions to the borrowing of such Swing Line Loans that Administrative Agent has deemed necessary in its sole discretion; and (vii) Borrowers shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct (i) the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)) or (ii) the outstanding amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding amount of the Swing Line Loan to that Borrower. The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Credit Parties that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each Revolving Lender to make any Loan (including its Loans on each Funding Date are initial Loans) and the obligation of the Issuing Lender to issue, amend, renew or extend any Letter of Credit (excluding any automatic extension or renewal) is subject to the satisfaction of the following additional conditions precedentprecedent on the relevant Borrowing Date or date of issuance, amendment, renewal or extension, as the case may be: A. (a) Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:; (ib) The representations and warranties contained herein and in the other Loan Documents Article VI shall be true, true and correct and complete in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct), on and as of that Funding Date to such date with the same extent effect as though if made on and as of that date, such date (except to the extent such representations and warranties specifically relate expressly refer to an earlier date, date in which case such they shall be true and correct in all material respects, except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall have been true, be true and correct and complete in all material respects on and as of such earlier date); (c) No Default or Event of Default shall exist or shall result from such Borrowing, issuance, amendment, renewal or extension; (d) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Credit Exposure shall not exceed the Borrowing Base then in effect; providedand (e) At the time of such Borrowing, thatand after giving effect thereto, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold (or, if the Borrower has provided at least five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior written notice in sufficient detail of a bona fide direct or indirect acquisition of Oil and Gas Properties permitted hereunder in the ordinary course of business, a greater amount requested by the Borrower to be used on the date of such Borrowing to fund the purchase price of such acquisition (provided that after consummation of such acquisition, the Consolidated Cash Balance shall not exceed the Consolidated Cash Balance Threshold)). Each Notice of Borrowing submitted by Borrower shall constitute a representation and warranty is qualified by Borrower, as to materiality, of the materiality qualifier set forth date of each such notice and as of each Borrowing Date that the conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture5.02 are satisfied.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, warranty the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing and the application of the proceeds thereof that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any court, arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered The Loans to be made on such Funding Date, together with all other certificates or documents that Administrative Agent shall reasonably requestObligations under the Loan Documents then outstanding, in form and substance reasonably satisfactory to Administrative Agentare “Designated Senior Indebtedness” under the 7% Subordinated Note Indenture; and (v) Unless Borrower shall be in pro forma compliance with subsection 7.6A and until the subsection 7.6C as of such Funding Date calculated using (x) Consolidated Net Total Debt and Consolidated Net Senior Subordinated Note Indenture shall have been satisfied and dischargedSecured Debt, if as applicable, as of such Funding Date (after giving effect to the making Loans to be made on such Funding Date) and (y) Consolidated EBITDA as of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) end of the Senior Subordinated Note Indenture, Company shall most recent Fiscal Quarter for which financial statements have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturebeen delivered.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall have been truecase, correct and complete in all material respects on and as of such earlier date, and Agent or Requisite Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; providedprovided that the only representations relating to Parent Borrower, thatits subsidiaries and their businesses, if the making of which shall be a condition to Advances on the Closing Date, shall be (A) the representations made by Parent Borrower in the Acquisition Agreement, but only to the extent that Holdings has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement and (B) the Specified Representations; (b) with respect to any Advances to be made or Letters of Credit to be issued after the Closing Date, any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence or renewal of any Letter of Credit Obligations), the outstanding amount of the Revolving Loans (including, without duplication, Swingline Loans and Letter of Credit Obligations) would exceed the Borrowing Base (except as provided in Section 1.l(a)(ii)). The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturesatisfied.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date (other than any Funding Date relating to any Refunded Swing Line Loans) are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer or cash management personnel of Company designated by any of the above-described officers on behalf of Company in a duly authorized Officer of Companywriting delivered to Agent. B. In the case of the initial Revolving Term Loans in an aggregate principal amount not exceeding $100,000,000, on or prior to the Funding Date for such Revolving Term Loans, the Term Loans shall have been made, and at least one Business Day prior to the Funding Date for any other Revolving Term Loans, any Revolving Loans or any Swing Line Loans, the Term Loans shall have been made. C. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made satisfied by it on or before that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in which case such representations any material respect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) (i) any Advance (or the incurrence of any Letter of Credit Obligations) would exceed Borrowing Availability (except as provided in Section 1.1(a)(ii)) or (ii) the outstanding amount of the Revolving Loan would exceed the Borrowing Base less the outstanding amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, correct and complete in all material respects on and the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a BA Rate Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of the borrowing contemplated by such Notice any Letter of Borrowing Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator Letter of Credit Obligations), (i) the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)) or Government Authority (ii) the outstanding amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base; or (d) in the case of any Funding Date on or after a Triggering Request, Borrowers shall purport have complied with paragraph (b) of Annex F to enjoin or restrain the extent Borrowers are at such Lender from making the Loans time required so to be made in compliance. The request and acceptance by it on any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, the obligations of each Lender to make its Loans on fund any Term Loan or Advance and the obligations of each Funding Date L/C Issuer to incur any Letter of Credit Obligation, are subject to satisfaction the following conditions precedent: A. Administrative Agent shall have received before that as of the date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties each representation or warranty by any Credit Party contained herein and in the any other Loan Documents Document shall be true, true and correct and complete in all material respects on and (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, date in which case such representations representation or warranty shall be true and warranties shall have been true, correct and complete in all material respects on and (without duplication of any materiality qualifier contained therein) as of such earlier date; provided, thatunless, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to an Advance or Letter of Credit Obligation, Agent and the Requisite Revolving Lenders have determined to make such Advance or incur such Letter of Credit Obligation notwithstanding the fact that such warranty or representation is not true and warranty, for purposes of this conditioncorrect in all material respects; (iib) No event no Default or Event of Default shall have occurred and be continuing or would shall result from immediately after giving effect to any Term Loan or Advance (or the consummation incurrence of any Letter of Credit Obligation), unless, with respect to an Advance or a Letter of Credit Obligation, Agent and the borrowing contemplated by Requisite Revolving Lenders shall have determined to make any Advance or incur any Letter of Credit Obligation notwithstanding the occurrence and continuance of such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;; or (iiic) No order, judgment the amount of such Advance (or decree the Letter of Credit Obligations incurred) does not exceed remaining Borrowing Availability. The request and acceptance by Borrower of the proceeds of any arbitrator Term Loan or Government Authority Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall purport be deemed to enjoin or restrain such Lender from making constitute, as of the Loans to be made date thereof, (i) a representation and warranty by it on Borrower that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; providedPROVIDED, that, if that where a representation and warranty is already qualified as to materiality, the such materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company Borrower shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; (vi) The making of the Loans requested on such Funding Date shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vvii) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries that has not been satisfied and discharged, if after giving effect disclosed by Borrower in writing pursuant to subsection 5.6 or 6.1(ix) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAdministrative Agent or of Requisite Lenders, could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability. The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionresult thereof; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of the borrowing contemplated by such Notice any Letter of Borrowing Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator Letter of Credit Obligations), the outstanding amount of the Revolving Loan would exceed the remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)); The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or Government Authority the conversion or continuation of any Loan into, or as, a LIBOR Loan shall purport be deemed to enjoin or restrain such Lender from making constitute, as of the Loans to be made date thereof, (i) a representation and warranty by it on Borrower that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedentprecedent in addition to those set forth in subsection 3.1: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case date and except for changes therein expressly permitted or expressly contemplated by this Agreement or any other Loan Document and Agent or Requisite Lenders determine to make any such representations and warranties shall have been true, correct and complete in all material respects on and Loan or convert or continue any Loan as of a LIBOR Loan despite the fact that any such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (ii) No event shall have Potential Event of Default or Event of Default has occurred and be is continuing or would result from after giving effect to any such Loan, or Agent or Requisite Lenders shall determine to make any such Loan or convert or continue any such Loan as a LIBOR Loan despite the consummation occurrence and continuation of the borrowing contemplated by any such Notice of Borrowing that would constitute an Potential Event of Default or a Potential Event of Default; (iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or Government Authority governmental authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates not violate any law including, without limitation, Regulation U or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; andRegulation X of the Board of Governors of the Federal Reserve System; (vvi) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been satisfied and discharged, if after giving effect disclosed by Company in writing pursuant to subsection 4.6 or 5.1(x) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAgent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed Loans hereunder; and (vii) Since the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note IndentureClosing Date, Company no Material Adverse Effect shall have delivered occurred. Company may assume that no Lender has made such a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturedetermination unless and until it receives written notice thereof from any Lender.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in which case such representations any material respect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (i) any Advance (or the incurrence of any Letter of Credit Obligations) would exceed Borrowing Availability (except as provided in Section 1.1(a)(ii)) or (ii) the outstanding amount of the Revolving Loan would exceed the Borrowing Base less the Availability Block and less the outstanding amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, correct and complete in all material respects on and the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with date thereof (the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"FUNDING DATE"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result immediately after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in SECTION 1.1(b)(ii)). The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall SECTION 2.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.Collateral Documents. 20

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case such representations and warranties Agent or Requisite Lenders shall have been truedetermined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), correct and complete Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in all material respects on Section 1.l(a)(ii)). The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct (i) the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)) or (ii) the outstanding amount of the Revolving Loan of the applicable Borrower would exceed such Borrower’s separate Borrowing Base less the outstanding amount of the Swing Line Loan to that Borrower. The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Credit Parties that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation effectiveness of each Lender this Agreement and obligations of the Lenders to make its Loans to the Borrower on each Funding Date are subject to the following further conditions precedent: A. The Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection Section 2.1B, a duly an executed Notice of Borrowing, in each case signed by a duly authorized Responsible Officer on behalf of Companythe Borrower in a writing delivered to the Administrative Agent. B. As of that Funding Date: (i) The , the representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality. C. If the calculation of the Availability Amount in respect of the Borrowing of such Loans will utilize the Secured Borrowing Base, the materiality qualifier set forth Secured Borrowing Base is In Effect, subject to any applicable grace period in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes Section 6.8B of this conditionAgreement: (i) each Grantor shall have delivered or caused to be delivered to the Administrative Agent for the Lenders an executed counterpart of the Security Agreement; (ii) all documents and instruments required to perfect the Collateral Agent’s first priority security interest in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges or security interests, except for the Liens permitted under this Agreement; and (iii) the Administrative Agent shall have received each of the Collateral Deliverables with respect to the Initial Pledged Equity. For the avoidance of doubt, the grace period for delivery of the Collateral Deliverables set forth in the first proviso in Section 6.7B shall not apply to the satisfaction of the conditions in this Section 4.2C. D. As of that Funding Date and after giving effect to the Borrowing of any Loans thereon, the Total Utilization would not exceed the Availability Amount then in effect. E. No event shall have occurred and be continuing or would result from the consummation of the borrowing Borrowing contemplated by such Notice of Borrowing that would constitute an Event of a Default or a Potential Event of Default;. (iii) No orderF. If the most recent Fiscal Quarter for which Section 6.1 Financials have been delivered was not a Measurement Quarter, judgment or decree then Holdings would have been in compliance with the Financial Performance Covenants as of any arbitrator or Government Authority shall purport to enjoin or restrain the last day of such Lender from making the Loans to be made by Fiscal Quarter as if it on that Funding Date; (iv) Company were a Measurement Quarter, and Holdings shall have delivered such other certificates or documents that to the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, certificate signed by an a Responsible Officer of Company, with calculations in reasonable detail demonstrating (if Holdings showing such demonstration is requested by Administrative Agent) that the incurrence compliance as of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturesuch date.

Conditions to All Loans. The obligation several obligations of each Lenders to make any Revolver Loans, of any Issuing Lender to make its Loans issue Letters of Credit on any date (each such date, a “Funding Date Date”) are subject to the following further conditions precedentprecedent set forth below: A. (A) Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1BSubsection 1.3, a duly executed Notice of BorrowingBorrowing requesting an advance of a Revolver Loan (other than a Swingline Loan), or, in each case signed by accordance with the provisions of Subsection 1.1(E)(iv), a duly authorized Officer notice requesting the issuance of Companya Letter of Credit. B. As of that Funding Date: (iB) The representations and warranties contained in Section 5 and elsewhere herein and in the other Loan Documents shall be (and each request by Borrower for a Loan or the issuance of a Letter of Credit shall constitute a representation and warranty by the Loan Parties that such representations and warranties are) true, correct and complete in all material respects on and as of that such Funding Date to the same extent as though made on and as of that date, except for any representation or warranty limited by its terms to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (iiC) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;. (iiiD) No order, judgment or decree of any court, arbitrator or Government Governmental Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date;any Revolver Loan or an Issuing Lender from Issuing any Letter of Credit. (ivE) Company Since the Fourth Amendment and Restatement Date, there shall not have delivered such other certificates occurred any event or documents that condition has had or would reasonably be expected to have a Material Adverse Effect. (F) Other than in connection with the making of a Swingline Loan, Administrative Agent shall reasonably requestreceive a certificate of the chief executive officer, chief operating officer or chief financial officer of Borrower stating that Borrower shall be in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and dischargedcompliance on a Pro forma Basis, if immediately after giving effect to such Revolver Loan, with a Total Net Leverage Ratio not in excess of 2.25:1.00. Notwithstanding the above, at any time that the CoBank Cash Management Agreement is in effect, Swingline Lender may waive, in its sole discretion, any one or more of the conditions precedent in this Subsection 7.2 with respect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureany Swingline Loan.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case case, such representations and warranties shall have been true, correct and complete representation or warranty is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of such earlier date, and Administrative Agent or Requisite Lenders have determined not to make such advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; providedor (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), thatthe outstanding amount of the Revolving Loan would exceed the aggregate US Revolving Loan Commitments or European Revolving Loan Commitments, if as applicable or the outstanding amount of the European Working Capital Loan would exceed the aggregate European Working Capital Loan Commitment (except as provided in Section 1.l(b)(i) or (ii), or Section 1.1(e) as applicable). The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, an LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of their guaranties and of the granting and continuance of Authorized Agents’ Liens, if after giving effect on behalf of themselves and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company.”): B. As of that Funding Date: (a) (i) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier datedate (it being understood that the schedules to the Security Agreement and Foreign Security Agreements delivered on the Closing Date expressly relate to the Closing Date), and (ii) Applicable Agent or Requisite US Lenders (in which the case of US Revolving Credit Advances or US Letters of Credit) or Netherlands Requisite Lenders (in the case of Netherlands Revolving Credit Advances and Netherlands Letters of Credit) have determined not to make such representations and warranties shall have been true, correct and complete Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in all any material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionrespect; (iii) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of any Letter of Credit Obligation), and (ii) Applicable Agent or Requisite US Lenders (in the borrowing contemplated by such Notice case of Borrowing US Revolving Credit Advances or US Letters of Credit) or Netherlands Requisite Lenders (in the case of Netherlands Revolving Credit Advances and Netherlands Letters of Credit) shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (c) except as to US Overadvances and Netherlands Overadvances contemplated by Sections 1.1(a)(ii) and Section 1.2(a)(ii), respectively, after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the Dollar Equivalent of the US Revolving Loan would exceed the lesser of the US Revolving Loan Commitment of all US Lenders or the Aggregate US Borrowing Base or the outstanding amount of the US Revolving Loan (including, without duplication, the US Swing Line Loan advanced to that US Borrower) of the applicable US Borrower would exceed such US Borrower’s separate US Borrowing Base, (ii) the Dollar Equivalent of the Netherlands Revolving Loan would exceed the lesser of the Netherlands Commitment of all Netherlands Lenders or the Aggregate Netherlands Borrowing Base or the outstanding amount of the Netherlands Revolving Loan of the applicable Netherlands Borrower would exceed such Netherlands Borrower’s separate Netherlands Borrowing Base or (iii) No orderthe Dollar Equivalent of the principal amount of the US Revolving Loan (including, judgment or decree without duplication, the US Swing Line Loan) together with the Dollar Equivalent of principal amount of the Netherlands Revolving Loan would exceed $150,000,000. The request and acceptance by any Borrower of the proceeds of any arbitrator Advance or Government Authority the incurrence of any Letter of Credit Obligations shall purport be deemed to enjoin or restrain constitute, as of the date thereof, (i) a representation and warranty by such Lender from making Borrower that the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged(ii) a reaffirmation by such Borrower of the cross guaranty provisions set forth in Section 10, if after giving effect in the case of a US Borrower or Section 11 in the case of a Netherlands Borrower, and of the granting and continuance of Collateral Agent’s or US Agent’s Liens, on behalf of itself and Secured Creditors or US Lenders (as applicable), or Netherlands Agent or Netherlands Security Trustee’s Liens, on behalf of Netherlands Agent, Netherlands Security Trustee and Netherlands Lenders, as the case may be, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with date thereof (the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed "FUNDING DATE"): any representation or warranty by a duly authorized Officer of Company. B. As of that Funding Date: (i) The representations and warranties any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; any Default or Event of Default has occurred and warranties is continuing or would result immediately after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in SECTION 1.1(B)(II)). The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall SECTION 2.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Applicable Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Applicable Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct (i) the Dollar Equivalent of the outstanding amount of the aggregate US Loan would exceed US Borrowing Availability (except as provided in Section 1.1(a)(ii)), (ii) the Dollar Equivalent of the outstanding amount of the US Loan of the applicable US Borrower would exceed such US Borrower’s separate US Borrowing Base, (iii) the Dollar Equivalent of the outstanding amount of the aggregate Canadian Loan would exceed Canadian Borrowing Availability (except as provided in Section 1.2(b)), (iv) the Dollar Equivalent of the outstanding amount of the Canadian Loan of the applicable Canadian Borrower would exceed such Canadian Borrower’s separate Canadian Borrowing Base or (v) the Dollar Equivalent of the outstanding amount of the US Loan together with the Dollar Equivalent of the outstanding amount of the Canadian Loan exceeds the US Loan Commitment. The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or BA Rate Loan, as applicable, shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by applicable Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 2.2 have been satisfied and discharged(ii) a reaffirmation by US Borrowers of the cross guaranty provisions set forth in Section 10, if after giving effect by the Canadian Borrowers of the cross guaranty provisions set forth in Section 11 and of the granting and continuance of US Agent’s Liens, on behalf of itself and Lenders, pursuant to the making US Collateral Documents and of the Loans granting and the use continuance of proceeds thereofCanadian Agent’s Liens, the aggregate amount on behalf of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred itself and Canadian Lenders, pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCanadian Collateral Documents.

Conditions to All Loans. The obligation Except with respect to Tranche A Loss Sharing Loans, the obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, (i) in accordance with the provisions of subsection 2.1B2.1C, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrowers, and (ii) a certificate executed by the chief financial officer of each Borrower certifying to Agent (a) that such officer and Borrowers believe on and as of such Funding Date that (1) the estimates contained in the 13-Week Cash Forecast and the Monthly Budget would be good faith estimates if made on such date and (2) the assumptions on which the 13-Week Cash Forecast and the Monthly Budget are based are reasonable on such date, and (b) that the proceeds of the Loans requested on such Funding Date shall be applied in accordance with, and for the purpose identified in, such 13-Week Cash Forecast and the Monthly Budget. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority (including the Bankruptcy Court) shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) The Interim Borrowing Order (and, if such Funding Date is more than 45 days after the Closing Date, the Final Borrowing Order) shall be in full force and effect and shall be unstayed by the Bankruptcy Court or any other court of competent jurisdiction; (vi) After giving effect to the proposed borrowing, (a) the Total Utilization of Tranche A Commitments shall not exceed the Tranche A Commitments, and (b) the principal amount of Tranche A Loans (other than Tranche A Loss Sharing Loans and Tranche A Loans made to reimburse a drawing under a Tranche A Letter of Credit under subsection 3.3) shall not exceed the least of (x) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or the Final Borrowing Order, as applicable, (y) the Advance Limit, and (z) the Tranche A Commitments minus the Tranche A Letter of Credit Sublimit minus the Tranche A Loss Sharing Sublimit; (vii) After giving effect to the proposed borrowing, the Total Utilization of Tranche B Commitments shall not exceed the Tranche B Commitments; (viii) The aggregate amount on deposit in the Cash Management System in the United States shall not exceed $10,000,000 (such amount, in any event, not to include amounts, if any, required to be held in Deposit Accounts which are collateral accounts or debt service reserve accounts described on Schedule 2.4A(iii)(f) annexed hereto); (ix) In the event that the Thai Asset Sale shall have been consummated prior to the date of entry of the Final Borrowing Order, on any Funding Date up to and including the date of entry of the Final Borrowing Order the aggregate amount on deposit in the Collateral Accounts shall not exceed $1,000,000; (x) Except with respect to Tranche B Loans, Company shall have delivered to Agents an Officer's Certificate (together with such other certificates or documents that Administrative Agent shall supporting calculations as Agents may reasonably request) certifying that, in form before and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making contemplated application of amounts proposed to be borrowed, Company and its Subsidiaries shall be in pro forma compliance with subsection 7.6A; and (xi) No pleading or application shall have been filed in the Bankruptcy Court (or any other court of competent jurisdiction) by any party in interest which is not withdrawn, dismissed or denied within 55 days after filing seeking (a) to dismiss or convert any of the Loans Chapter 11 Cases to a Chapter 7 Case, (b) the appointment of a Chapter 11 trustee in any of the Chapter 11 Cases, (c) the appointment of an examiner having enlarged powers relating to the operation of the business of Borrowers (beyond those set forth under Sections 1106(a)(3) and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1(4) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative AgentBankruptcy Code) that the incurrence under Section 1106(b) of the Loans by Company would then be permitted by Bankruptcy Code, (d) the Senior Subordinated Notes Indenturegranting of a super-priority claim or a Lien pari passu or senior to that of the Administrative Agent granted pursuant to the Collateral Documents, the Interim Borrowing Order and/or the Final Borrowing Order, (e) to stay, reverse, vacate, or otherwise modify the Interim Borrowing Order or the Final Borrowing Order without the prior written consent of Administrative Agent and the Requisite Lenders, or (f) relief from the automatic stay (or any other injunction having similar effect) so as to allow a third party to proceed against any material property or assets of Borrowers.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein in this Agreement and in the other Loan Credit Documents shall be true, correct and complete in all material respects (except for representations and warranties qualified as to materiality or Material Adverse Effect set forth therein, which representations and warranties shall be true and correct without giving effect to any qualification as to materiality set forth above in this subsection 4.2B(i)) on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that constitutes or would constitute an Event of Default or a Potential Event of Default; (iii) Each Credit Party shall have performed in all material respects all agreements, covenants and satisfied all conditions which this Agreement or any other Credit Document provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Governmental Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (iv) Company , and no litigation, inquiry or action shall have delivered such other certificates be pending or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory threatened with respect to Administrative Agentthe making of Loans hereunder or the transactions contemplated hereby; and (v) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of any Credit Party, threatened, any action, suit, proceeding, governmental investigation (to the knowledge of any Credit Party) or arbitration against or affecting any Credit Party or any property of any Credit Party that has not been satisfied and discharged, if after giving effect disclosed by Parent or Borrower in writing pursuant to subsection 6.1(viii) prior to the making of the last preceding Loans (or, in the case of the initial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the use opinion of proceeds thereofAdministrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company."): B. As of that Funding Date: (a) (i) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, and (ii) Agent (or, in which the case of Canadian Borrower, Canadian Agent) or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iii) No event shall have any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of any Letter of Credit Obligation), and (ii) Agent (or, in the borrowing contemplated by such Notice case of Borrowing Canadian Borrower, Canadian Agent) or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator Letter of Credit Obligation), (i) the outstanding amount of the aggregate U.S. Revolving Loan would exceed remaining U.S. Borrowing Availability or Government Authority shall purport to enjoin or restrain such Lender from making (ii) the Loans to be made by it on that Funding Date;outstanding amount of the Canadian Revolving Loan would exceed the remaining Canadian Borrowing Availability; or (ivd) Company after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), Aggregate Borrowing Availability would be less than $40,000,000 or the Dollar Equivalent thereof and Borrowers shall have not delivered to Agents a Compliance Certificate demonstrating that EBITDA and the Fixed Charge Coverage Ratio were at least $70,000,000 or the Dollar Equivalent thereof and 1.1 to 1.0, respectively, as of the last day of the month ending 30 or fewer days prior to the proposed date of such other certificates Advance or documents the incurrence of such Letter of Credit Obligation. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that Administrative Agent shall reasonably request, the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1(ii) a reaffirmation by Borrowers (other than Canadian Borrower) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations cross guaranty provisions set forth in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence Section 10 and of the Loans by Company would then be permitted by granting and continuance of Agent's (or, in the Senior Subordinated Notes Indenturecase of Canadian Borrower, Canadian Agent's) Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, warranty the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing and the application of the proceeds thereof that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any court, arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered The Loans to be made on such Funding Date, together with all other certificates or documents that Administrative Agent shall reasonably requestObligations under the Loan Documents then outstanding, in form and substance reasonably satisfactory to Administrative Agentare “Designated Senior Indebtedness” under the 78.875% Subordinated Note Indenture; and (v) Unless Borrower shall be in pro forma compliance with subsection 7.6A and until the subsection 7.6C as of such Funding Date calculated using (x) Consolidated Net Total Debt and Consolidated Net Senior Subordinated Note Indenture shall have been satisfied and dischargedSecured Debt, if as applicable, as of such Funding Date (after giving effect to the making Loans to be made on such Funding Date) and (y) Consolidated EBITDA as of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) end of the Senior Subordinated Note Indenture, Company shall most recent Fiscal Quarter for which financial statements have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturebeen delivered.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company.”): B. As of that Funding Date: (a) (i) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier datedate (it being understood that the schedules to the Security Agreement expressly relate to the Closing Date), and (ii) Agent (or, in which the case of Canadian Borrower, Canadian Agent) or Requisite Revolving Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have (i) any Default or Event of Default has occurred and be is continuing or would result from after giving effect to any Advance (or the consummation incurrence of any Letter of Credit Obligation), and (ii) Agent (or, in the borrowing contemplated by such Notice case of Borrowing Canadian Borrower, Canadian Agent) or Requisite Revolving Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making Letter of Credit Obligation), (i) the Loans outstanding amount of the aggregate U.S. Revolving Loan would cause U.S. Borrowing Availability to be made by it on that Funding Date;less than zero or (ii) the outstanding amount of the Canadian Revolving Loan would cause the Canadian Borrowing Availability to be less than zero; or (ivd) Company after giving pro forma effect to any Advance (or the incurrence of any Letter of Credit Obligation), Aggregate Borrowing Availability would be less than $50,000,000 or the Dollar Equivalent thereof unless Borrowers shall have delivered to Agents a Compliance and Excess Cash Flow Certificate demonstrating that Fixed Charge Coverage Ratio was at least 1.1 to 1.0 for the trailing twelve months ending on the last day of the most recent month for which Financial Statements are available prior to the proposed date of such other certificates Advance or documents that Administrative the incurrence of such Letter of Credit Obligation. In addition to the foregoing, no Revolving Lender shall be obligated to fund any Overadvance unless Borrower Representative shall have (i) notified Agent of its intention to draw on the Overadvances pursuant to Section 1.1(a)(iv) and (ii) paid to Agent the Activation Fee (as defined in the GE Capital Fee Letter) on the Closing Date and, if the Borrower Representative chooses to activate the Overadvance in any subsequent Fiscal Year, on April 30 of each such year. Upon receipt of the Activation Fee, Agent shall reasonably requestpromptly pay to each Revolving Lender an amount equal to 20 basis points multiplied by the amount of its ratable share of the Overadvance for the applicable period. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall this Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1(ii) a reaffirmation by Borrowers (other than Canadian Borrower) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations cross guaranty provisions set forth in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence Section 10 and of the Loans by Company would then be permitted by granting and continuance of Agent’s (or, in the Senior Subordinated Notes Indenturecase of Canadian Borrower, Canadian Agent’s) Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Conditions to All Loans. The obligation of each Lender the Lenders to make its Loans on the initial Loan and each Funding Date are Loan subsequent to the date hereof shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: A. Administrative (a) The Agent shall have received before that Funding Date, (i) a Borrowing Notice in accordance with the provisions of subsection 2.1B, Section 2.2 hereof and (ii) a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Companypro forma Borrowing Base Certificate. B. As (b) Each of that Funding Date:the Loan Parties shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement (including, without limitation, all provisions relating to the Borrowing Base, inclusions of Eligible Facilities therein and the calculation thereof). (ic) After giving effect to the requested Loan, there shall exist no Default or Event of Default hereunder. (d) The representations and warranties contained herein and in the other Loan Documents Article 3 hereof (i) shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent such date as though if made on and as of such date (and the borrowing by the Borrower of the requested Loan hereunder shall constitute a representation and warranty by the Borrower as of the date of such Loan that date, except the conditions set forth in this subsection 4.2(b) have been satisfied) and (ii) to the extent necessary to comply with 4.2(d)(i) above, each such representations representation or warranty (and warranties specifically relate any related schedules) updated information required to an earlier date, in which case make each such representations and warranties shall have been representation true, correct and complete in on such date shall have been delivered to Agent and all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier information set forth in this subsection 4.2B(i) therein shall be disregarded otherwise reasonably satisfactory to Agent. (e) To the extent not previously delivered with respect to a new proposed Eligible Facility and Subsidiary Guarantor, all items listed above in Section 4.1(c)-(u) inclusive with respect to such representation proposed Eligible Facility and warranty, for purposes of this condition;Subsidiary Guarantor. (iif) No event shall have occurred and be continuing To the extent requested by Agent, an SNDA with respect to any tenant (including, without limitation, any Operator or would result from the consummation of the borrowing contemplated by Substantial Tenant) occupying such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No orderproposed Eligible Facility in scope, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; andAgent and its counsel. (vg) Unless Such other data and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect information relating to the making of the Loans and the use of proceeds thereofproposed Eligible Facility, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted as from time to time may be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is reasonably requested by Administrative Agent (h) that To the incurrence of extent requested by Agent, any Guarantor will ratify and reaffirm its respective Guaranty. (i) All legal matters incident to such Loan shall be satisfactory to counsel for the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureAgent.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Term Loan or Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, date in which case if such representations and warranties shall have been true, correct and complete representation or warranty is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of such earlier date, unless, with respect to an Advance or Letter of Credit Obligation, Agent and the Requisite Revolving Lenders have determined to make such Advance or incur such Letter of Credit Obligation notwithstanding the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Term Loan or Advance (or the incurrence of any Letter of Credit Obligation), unless, with respect to an Advance or a Letter of Credit Obligation, Agent and the Requisite Revolving Lenders shall have determined to make any Advance or incur any Letter of Credit Obligation notwithstanding the occurrence and continuance of such Default or Event of Default; providedor (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), thatthe outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability. The request and acceptance by Borrower of the proceeds of any Term Loan or Advance, if the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(b)(ii)). The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation Subject to the provisions of each Lender subsections 2.1B, 2.1C(ii), 2.1E and 2.8D, the obligations of Lenders to make its all Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent and, in the case of a Funding Date with respect to an Offshore Loan, the relevant Offshore Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1B2.1F or 2.9B (unless otherwise agreed to in respect of the initial Funding Date), a duly as the case may be, on or before any Funding Date, an originally executed Notice of BorrowingBorrowing or Bid Rate Loan Quote Request, as the case may be, signed by the chief executive officer, the chief financial officer, the treasurer, an assistant treasurer, the controller, an assistant controller or (in the case of Subsidiary Borrowers) a director of the applicable Borrower or by any executive officer of the applicable Borrower (or other Person lawfully designated by power of attorney, in each the case signed of Subsidiary Borrowers) designated by a duly authorized Officer any of Companythe above-described officers or director on behalf of such Borrower in writing delivered to Administrative Agent or such Offshore Administrative Agent, as the case may be. B. As of that Funding Date: (i1) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except that the representations and warranties need not be true and correct (a) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation date and warranty is qualified as (b) to materiality, the materiality qualifier set forth extent that changes in the facts and conditions 111 on which such representations and warranties are based are required or permitted under this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionAgreement; (ii2) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that or Bid Rate Loan Quote Request which would constitute (a) an Event of Default or (b) a Potential Event of Default; (iii3) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed by it on or before such Funding Date; (4) No order, judgment or decree of any court, arbitrator or Government Authority governmental authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding DateLoan; (iv5) Company The making of the Loans requested on such Funding Date shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agentnot violate Regulation U of the Board of Governors of the Federal Reserve System; and (v6) Unless and until There shall not be pending or, to the Senior Subordinated Note Indenture shall have knowledge of any Borrower threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries, which has not been satisfied and discharged, if after giving effect disclosed by Company in writing pursuant to subsection 4.5 or 5.1(vii) prior to the making of the last preceding Loans and (or, in the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) case of the Senior Subordinated Note Indentureinitial Loans made hereunder, Company prior to the execution of this Agreement) and there shall have delivered occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, which, in either event, in the opinion of Requisite Lenders (as communicated by Requisite Lenders to Administrative Agent and evidenced by a certificatewritten notice from Administrative Agent to Company), signed would reasonably be expected to have a Material Adverse Effect. C. Each borrowing by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested any Borrower hereunder shall constitute a representation and warranty by Administrative Agent) that the incurrence Borrowers hereunder as of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureapplicable Funding Date that subsection 3.2B is satisfied on and as of such Funding Date.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of CompanyBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if that where a representation and warranty is already qualified as to materiality, the such materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;. (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date. (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and. (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the The making of the Loans requested on such Funding Date shall not violate any law including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. (vi) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the use of proceeds thereofconsummation of, or to recover any damages or obtain relief as a result of, the aggregate amount transactions contemplated by this Agreement or the making of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturehereunder.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents Document is untrue or incorrect in any material respect (except that such materiality qualifier shall not be true, correct and complete in all material respects on and applicable to any representation or warranty that is already qualified or modified by the text thereof) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case such representations and warranties shall have been truecase, correct and complete in all material respects on and as of such earlier date, and Agent or Requisite Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); providedor (c) after giving effect to any Advance (or the incurrence or renewal of any Letter of Credit Obligations), thatthe outstanding amount of the Revolving Loans (including, if without duplication, Swing Line Loans and Letter of Credit Obligations) would exceed the Borrowing Base (except as provided in Section 1.l(a)(ii)). The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturesatisfied.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the aggregate Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(a)(ii)). The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenturesatisfied.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case case, such representations and warranties shall have been true, correct and complete representation or warranty is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of such earlier date, and Administrative Agent or Requisite Lenders have determined not to make such advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; providedor (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), thatthe outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.l(b)(i) or (ii), if as applicable). The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, an IBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of their guaranties and of the granting and continuance of Authorized Agents' Liens, if after giving effect on behalf of themselves and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each Lender the Lenders to make its Loans on the initial Loan and each Funding Date are Loan subsequent to the date hereof shall be subject to the fulfillment (to the satisfaction of the Agent) of the following conditions precedent: A. Administrative (a) The Agent shall have received before that Funding Date, (i) a Borrowing Notice in accordance with the provisions of subsection 2.1B, Section 2.2 hereof and (ii) a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Companypro forma Borrowing Base Certificate. B. As (b) Each of that Funding Date:the Loan Parties shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement (including, without limitation, all provisions relating to the Borrowing Base, inclusions of Eligible Facilities therein and the calculation thereof). (ic) After giving effect to the requested Loan, there shall exist no Default or Event of Default hereunder. (d) The representations and warranties contained herein and in the other Loan Documents Article 3 hereof (i) shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent such date as though if made on and as of such date (and the borrowing by the Borrower of the requested Loan hereunder shall constitute a representation and warranty by the Borrower as of the date of such Loan that date, except the conditions set forth in this subsection 4.2(b) have been satisfied) and (ii) to the extent necessary to comply with 4.2(d)(i) above, each such representations representation or warranty (and warranties specifically relate any related schedules) updated information required to an earlier date, in which case make each such representations and warranties shall have been representation true, correct and complete in on such date shall have been delivered to Agent and all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier information set forth in this subsection 4.2B(i) therein shall be disregarded otherwise reasonably satisfactory to Agent. (e) To the extent not previously delivered with respect to a new proposed Eligible Facility and Subsidiary Guarantor, all items listed above in Section 4.1(c)-(u) inclusive with respect to such representation proposed Eligible Facility and warranty, for purposes of this condition;Subsidiary Guarantor. (iif) No event shall have occurred and be continuing To the extent requested by Agent, an SNDA with respect to any tenant (including, without limitation, any Operator or would result from the consummation of the borrowing contemplated by Substantial Tenant) occupying such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No orderproposed Eligible Facility in scope, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; andAgent and its counsel. (vg) Unless and until To the Senior Subordinated Note Indenture shall have been satisfied and dischargedextent requested by Agent, Interest Rate Contracts, if after giving effect any, relating to the making of Loans (or a portion thereof). (h) To the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is extent requested by Administrative Agent, any Guarantor will ratify and reaffirm its respective Guaranty. (i) that All legal matters incident to such Loan shall be satisfactory to counsel for the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureAgent.

Conditions to All Loans. The obligation obligations of each Lender Lenders to make its Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Companythe applicable Borrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if that where a representation and warranty is already qualified as to materiality, the such materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date; (ivv) Company After giving effect to such borrowing, the Total Utilization of Offshore Revolving Loan Commitments shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agentnot exceed the Offshore Sublimit; and (vvi) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after After giving effect to the making of the Loans and the use of proceeds thereofsuch borrowing, the aggregate amount Total Utilization of Obligations would Revolving Loan Commitments at any time shall not exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations Revolving Loan Commitments then in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureeffect.

Conditions to All Loans. The obligation several obligations of each Lenders to make any Revolver Loans, of any Issuing Lender to make its Loans issue Letters of Credit on any date (each such date, a “Funding Date Date”) are subject to the following further conditions precedentprecedent set forth below: A. (A) Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1BSubsection 1.3, a duly executed Notice of BorrowingBorrowing requesting an advance of a Revolver Loan (other than a Swingline Loan), or, in each case signed by accordance with the provisions of Subsection 1.1(E)(ivv), a duly authorized Officer notice requesting the issuance of Companya Letter of Credit. B. As of that Funding Date: (iB) The representations and warranties contained in Section 5 and elsewhere herein and in the other Loan Documents shall be (and each request by Borrower for a Loan or the issuance of a Letter of Credit shall constitute a representation and warranty by the Loan Parties that such representations and warranties are) true, correct and complete in all material respects on and as of that such Funding Date to the same extent as though made on and as of that date, except for any representation or warranty limited by its terms to the extent such representations and warranties specifically relate to an earlier a specific date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (iiC) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;. (iiiD) No order, judgment or decree of any court, arbitrator or Government Governmental Authority shall purport to enjoin or restrain such any Lender from making the Loans to be made by it on that Funding Date;any Revolver Loan or an Issuing Lender from Issuingissuing any Letter of Credit. (ivE) Company Since the Fourth Amendment and Restatement Date, there shall not have delivered such other certificates occurred any event or documents that condition has had or would reasonably be expected to have a Material Adverse Effect. (F) Other than in connection with the making of a Swingline Loan, Administrative Agent shall reasonably requestreceive a certificate of the chief executive officer, chief operating officer or, chief financial officer, controller or treasurer of Borrower stating that Borrower shall be in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and dischargedcompliance on a Pro formaForma Basis, if immediately after giving effect to such Revolver Loan, with a Total Net Leverage Ratio not in excess of 2.25:1.00or the issuance of such Letter of Credit, with the financial covenant set forth in Subsection 4.1. Notwithstanding the above, at any time that the CoBank Cash Management Agreement is in effect, Swingline Lender may waive, in its sole discretion, any one or more of the conditions precedent in this Subsection 7.2 with respect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureany Swingline Loan.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the "Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(b)(ii)). The request and complete in all material respects on and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrowers that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall Section 7.2 have been satisfied and discharged(ii) a reaffirmation by Borrowers of the cross guaranty provisions set forth in Section 10 and of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation of each the Lender to make its Loans on each Funding Date are any Loan hereunder is subject to the satisfaction prior to or concurrently with the making of such Loan of the following conditions precedent: A. Administrative Agent shall have received before that Funding Dateprecedent in form and substance satisfactory to Lender as determined by the Lender in its sole discretion, or duly waived in writing by the Lender in accordance with Section 8.5: (a) The Lender shall receive from the provisions of subsection 2.1B, Borrower (A) a duly executed and completed Promissory Note, specifying or reflecting (by recordation or other notation by Lender from time to time on the Note and/or in books and records maintained for such purpose, whether manually, electronically or digitally) the principal amount of the requested Loan and dated the date of the requested Disbursement Date; (B) a duly executed and completed Notice of BorrowingBorrowing in accordance with Section 2.1(b); and (C) such other Credit Documents as may be required by Lender, to the extent not previously executed and delivered in each case signed by a duly authorized Officer of Companyconnection with the original closing and such requirement to deliver the relevant Credit Documents is covered herein. B. As (b) If the Borrower elects to increase the Maximum Total Amount above an initial Maximum Total Amount of that Funding $15,000,000, the Borrower shall provide additional Letters of Credit at any time and from time to time within the six (6) month period following the Effective Date:. (ic) The representations and warranties made by the Borrower regarding the Borrower herein or which are contained herein and in the any certificate, document or financial or other Loan Documents Credit Document furnished at any time under or in connection herewith, shall be true, true and correct and complete in all material respects on and as of that Funding each the Borrowing Date to and the same extent Disbursement Date for such Loan as though if made on and as of that date, except to such date (unless the extent such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case such representations and warranties representation or warranty shall have been true, true and correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition;. (iid) No event default or Event of Default shall have occurred and be continuing on such date or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of Loan to be made on such Disbursement Date. (e) After giving effect to the Loans and the use of proceeds thereof, requested Loan the aggregate amount of Obligations would all Loans shall not exceed the maximum amount Maximum Total Amount. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against Borrower or against the officers or directors of “Senior Borrower (A) in connection with the Credit Facilities” Indebtedness permitted Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which is likely to, in the reasonable opinion of Lender, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Credit Agreement shall have been issued by any Governmental Authority. (i) since the date of the Most Recent Borrower Financial Statements, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect with respect to the condition, financial or otherwise, or the results and business prospects of Borrower and (ii) no representations made or information supplied to Lender shall have been proven to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations inaccurate or misleading in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indentureany material respect.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that date thereof (the “Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:”): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Lenders have determined not to make such representations and warranties shall have been true, correct and complete in all material respects on and Advance or incur such Letter of Credit Obligation as a result of the fact that such earlier date; provided, that, if a warranty or representation and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this conditionuntrue or incorrect; (iib) No event shall have any Default or Event of Default has occurred and be is continuing or would result, after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iiic) No order, judgment after giving effect to any Advance (or decree the incurrence of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making Letter of Credit Obligations), the Loans to be made by it on that Funding Dateoutstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in Section 1.1(b)(ii)); (ivd) Company the Advance requested would cause the aggregate outstanding amount of the Loans and/or Letter of Credit Obligations to exceed the amount then authorized by the Interim Order or the Final Order, as the case may be, or any order modifying, reversing, staying or vacating either such order shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agentbeen entered; andor (vi) Unless the Interim Order or the Final Order, as the case may be, shall have been vacated, stayed, reversed, modified or amended without Lenders’ consent or shall otherwise not be in full force and until effect, or (ii) an appeal of either such order shall have been timely filed and such order is subject to a stay pending appeal. The request and acceptance by Borrower of the Senior Subordinated Note Indenture proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.

Conditions to All Loans. The obligation effectiveness of each Lender this Agreement and obligations of the Lenders to make its Loans to any Borrower on each Funding Date are subject to the following further conditions precedent: A. The Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection Section 2.1B, a duly an executed Notice of Borrowing, in each case signed by a duly authorized Responsible Officer on behalf of Companyeach Borrower in a writing delivered to the Administrative Agent. B. As of that Funding Date: (i) The , the representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that datedate (and provided that with respect to the representations and warranties contained in Sections 1.01(a) and 1.01(c) of each Mortgage, such representations and warranties shall be deemed to be true and correct in all material respects as of each Funding Date so long as the representations and warranties contained in Sections 5.2A and 5.5A of this Agreement shall be true and correct in all respects as of such Funding Date), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, true and correct and complete in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided. C. As of that Funding Date and after giving effect to the borrowing of any Loans thereon, that, if a representation (i) the Total Utilization of Commitments would not exceed the lesser of (a) the Commitments then in effect or (b) the Availability Amount then in effect and warranty is qualified as to materiality, the materiality qualifier set forth in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) the aggregate Canadian Revolving Exposure would not exceed 105% of the Canadian Sublimit then in effect. D. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of a Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall have been satisfied and discharged, if after giving effect to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes Indenture.

Conditions to All Loans. The obligation Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Advance or incur any Letter of each Lender to make its Loans on each Funding Date are subject to Credit Obligation, if, as of the following conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with date thereof (the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date:"FUNDING DATE"): (ia) The representations and warranties any representation or warranty by any Credit Party contained herein and or in the any other Loan Documents shall be true, correct and complete Document is untrue or incorrect in all any material respects on and respect (without duplication of any materiality qualifier contained therein) as of that Funding Date to the same extent as though made on and as of that such date, except to the extent that such representations and warranties specifically relate representation or warranty expressly relates to an earlier date, in which case and Agent or Requisite Revolving Lenders have determined not to make such representations Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any Default or Event of Default has occurred and warranties is continuing or would result immediately after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have been truedetermined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (c) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), correct the outstanding amount of the Revolving Loan would exceed remaining Borrowing Availability (except as provided in SECTION 1.1(b)(ii)). The request and complete in all material respects on and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of such earlier date; providedthe date thereof, that, if (i) a representation and warranty is qualified as to materiality, by Borrower that the materiality qualifier set forth conditions in this subsection 4.2B(i) shall be disregarded with respect to such representation and warranty, for purposes of this condition; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; (iv) Company shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent; and (v) Unless and until the Senior Subordinated Note Indenture shall SECTION 2.2 have been satisfied and discharged(ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, if after giving effect on behalf of itself and Lenders, pursuant to the making of the Loans and the use of proceeds thereof, the aggregate amount of Obligations would exceed the maximum amount of “Senior Credit Facilities” Indebtedness permitted to be incurred pursuant to Section 4.03(b)(1) of the Senior Subordinated Note Indenture, Company shall have delivered a certificate, signed by an Officer of Company, with calculations in reasonable detail demonstrating (if such demonstration is requested by Administrative Agent) that the incurrence of the Loans by Company would then be permitted by the Senior Subordinated Notes IndentureCollateral Documents.