Common use of Conditions to All Loans Clause in Contracts

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 and correct 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 and correct in all material respects on and as of such earlier date; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations obligation of Lenders each Lender to make Loans honor any Loan Notice (including any Loan to be made on each Funding Date are the Closing Date) is subject to the following further conditions precedent: A. (a) Administrative Agent shall have received on or before that Funding Date, a Loan Notice in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any requirements hereof; (b) each of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (i) The representations and warranties contained in Article IV (provided that the representations and warranties contained in Section 4.01(c) shall be made only on the Closing Date) herein and in the other Loan Documents shall be true and correct in all material respects (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of that Funding Date to the same extent date of such Loan as though if made on and as of that such date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties they shall have been be true and correct in all material respects on and as of such earlier date; (iic) No no event shall have occurred and be continuing occurred, or would result from such Loan or from the consummation application of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of proceeds therefrom, which constitutes a Default or a Potential an Event of Default; (iiid) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and after giving effect to such Loan, the other Loan Documents provide LTV Ratio shall be performed less than or satisfied by it on or before that Funding Dateequal to the Initial LTV Ratio; (ive) No order, judgment or decree of any court, arbitrator or governmental authority shall purport solely with respect to enjoin or restrain any Lender from making the Loans a Loan to be made by itsubsequent to the Closing Date, Borrower is not requesting a Loan in anticipation of any adverse event that may occur based on that Funding DateMNPI with respect to the Underlying Equity or the Issuer; (vf) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemNo Potential Adjustment Event has occurred that has resulted in a PAE Prepayment; and (vii) There shall not be pending or, to the knowledge No Change 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 Control has occurred; and (ii) no Issuer Event has occurred that has not resulted in a prepayment under Section 2.07(c), unless such Issuer Event has been disclosed satisfied, waived or cured. Each Loan Notice submitted by Company in writing and that is required Borrower shall be deemed to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to a representation and warranty that the making conditions specified in Sections 3.02 have been satisfied on and as of the last preceding Loans (or, in the case date 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunderapplicable Loan.

Conditions to All Loans. The obligations obligation of Lenders each Lender to ----------------------- make Loans on each Funding Date are any Loan, including its initial Loan, shall also be subject to the satisfaction of the following further conditions precedent: A. (a) The Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any a timely and properly completed Draw Request. (b) Each of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (i) The representations and warranties of the Borrower and the other Omnipoint Entities contained herein and in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true at and correct in all material respects on as of the time of the making of such Loan with the same effect as if made at and as of that Funding Date to the same extent as though made on and as of that date, time (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 on and as of such earlier date; (ii) No event shall have occurred and be continuing changes resulting from transactions contemplated or would result from the consummation of the borrowing contemplated permitted 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 and the other Loan Documents provide shall be performed and changes occurring in the ordinary course of business that singly or satisfied by it on or before in the aggregate are not materially adverse, and to the extent that Funding Date;such representations and warranties relate expressly to an earlier date). (ivc) No order, judgment Default shall have occurred and be continuing. (d) No Material Adverse Effect shall have occurred (other than continuing losses of the Borrower materially in compliance with the projections provided pursuant to the Full-Term Operating Business Plan). (e) No change shall have occurred in any law or decree regulation or interpretations thereof that in the reasonable opinion of any court, arbitrator Lender would make it illegal for such Lender to make such Loan and no order of any court or governmental authority Governmental Body shall purport to enjoin or restrain any Lender from making have been entered prohibiting the Loans to be made consummation of the transactions contem plated by it, on that Funding Date;the Loan Documents. (vf) The making Each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U Comptroller of the Currency or Regulation X of the Board of Governors of the Federal Reserve System; and. (vig) There The Administrative Agent shall not be pending orhave received such other approvals, opinions or documents as it or any Lender through the Administrative Agent may reasonably request. Each delivery of a Draw Request shall constitute a representation and warranty by the Borrower as to the 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 disclosed by Company matters specified in writing clause (b) and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x(c) 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunderabove.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company Borrower or by any executive officer of Company Borrower designated by any of the above-described officers on behalf of Company Borrower in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries that has not been disclosed by Company Borrower in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.6.1

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller a duly authorized Officer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 77 extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true true, correct and correct complete in all material respects on and as of such earlier date;; PROVIDED, that where a representation and warranty is already qualified as to materiality, such materiality qualifier 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 and the other Loan Documents provide 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 governmental authority Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) Borrower shall have delivered such other certificates or documents that Administrative Agent shall reasonably request, in form and substance satisfactory to Administrative Agent; (vi) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vivii) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries that has not been disclosed by Company Borrower in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x6.1(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 disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 in all material respects all conditions which this Agreement and the other Loan Documents provide 102 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date;; and (v) The making of the Loans requested on such Funding Date shall not violate any applicable law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The representations and warranties contained herein and in the other Loan Documents there shall be true and correct 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 and correct in all material respects on and as of such earlier date; (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 exist no Default or a Potential Event of Default; (iiib) Each Loan Party shall have performed in all material respects all agreements representations and satisfied all conditions which this Agreement and warranties by the other Loan Documents provide Borrower contained herein shall be performed or satisfied by it true and correct with the same effect as though such representations and warranties had been made on or before that Funding Dateand as of the date of such Loans; (ivc) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making since the Loans to be made by it, on that Funding Date; (v) The making date of the Loans requested on such Funding Date shall not violate any law includingmost recent financial statements described in Section 6.1, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 been no development not so disclosed in any such action, suit, proceeding, governmental investigation change which has had or arbitration so disclosed that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and ; (d) there shall be no injunction action or proceeding instituted or pending before any court or other restraining order shall governmental authority other than as set forth in Schedule 5.4 or, to the knowledge of the Borrower, threatened (i) which reasonably could be expected to have been issued and no hearing to cause an injunction a Material Adverse Effect, or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding (ii) seeking to enjoin prohibit or otherwise prevent restrict the consummation ofBorrower's ownership or operation of any portion of its business or assets, or to recover compel the Borrower to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Borrower or any Subsidiary; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the transactions contemplated Borrower; and (f) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or the making Borrower of the proceeds thereof shall constitute a representation and warranty by the Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 4.1 and 4.2 have been satisfied.

Conditions to All Loans. The obligations obligation of Lenders each Bank to make any Loans on each Funding Date are pursuant to a Notice of Borrowing is subject to prior or concurrent satisfaction or waiver by the Required Banks in the case of Syndicated Loans, and the Bank making the relevant Loan in the case of Competitive Bid Loans, of the following further conditions precedent: A. (a) With respect to any such Loan, the Administrative Agent shall have received on or received, (i) before that the Funding Date, in accordance with the provisions of subsection 2.1BDate thereof, an originally executed Notice of Borrowing, Borrowing signed by any of the chief executive officer, the chief financial officer officer, the treasurer or the controller of Company or by any executive officer of Company designated by any assistant treasurer of the above-described officers Company (the furnishing by the Company of each such Notice of Borrowing shall be deemed to constitute a representation and warranty of the Company that each of the conditions set forth in Section 3.02(b) hereof (and, in the case of a Notice of Competitive Bid Borrowing, Section 3.03 hereof) will be satisfied on behalf of Company in a writing delivered to Administrative Agent.the related Funding Date); B. (b) As of that the Funding DateDate of such Loan: (i) The With respect to such Loan the representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 to the extent that changes in the facts and conditions on which such representations and warranties specifically relate to an earlier dateare based are required or permitted under this Agreement, in which case such and except that the representations and warranties set forth in Sections 4.04 and 4.05 shall have been true and correct in all material respects on and as not apply to Competitive Bid Loans which do not increase the aggregate principal amount of such earlier date; Competitive Bid Loans then outstanding with Banks making the same; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by Loans on such Notice Funding Date and the use of Borrowing that the proceeds thereof which would constitute (a) an Event of Default or (b) a Potential Event of Default; ; (iii) Each Loan Party Borrower shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement and the other Loan Documents provide provides shall be performed or satisfied by it on or before that such Funding Date; ; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender that Bank from making the Loans to be made by it, on that Funding Date; Loan; and (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitationRegulation G, Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement Board or the making of Loans hereunderExchange Act.

Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date are subject It shall be a condition to the funding of any Loan that the following further conditions precedentstatements be true on the date of each such funding or advance: A. Administrative 4.2.1 Agent shall have timely received on a Borrowing Notice or before that Funding Datetelephonic request, in accordance as applicable, together with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any Borrowing Base Certificate dated as of the above-described officers on behalf date of Company in a writing delivered such Borrowing Notice; 4.2.2 Agent shall determine that, after giving effect to Administrative Agent.the requested Revolving Loan, no Overadvance will occur; B. As 4.2.3 all of that Funding Date: (i) The the representations and warranties contained herein of Borrower under this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that at such date, except to the extent any such representations and warranties specifically relate to an earlier date, in which case both before and after giving effect to the funding or issuance of such representations Loan, and warranties Agent shall have been true and correct in all material respects on and as of such earlier datereceived, if it so elects, a certification to that effect signed by an Authorized Signatory; (ii) No event 4.2.4 Borrower shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing continuing; 4.2.5 no circumstance or event shall have occurred since the Closing Date, or would result from the consummation funding, advance or incurrence of any Loan, that constitutes a Material Adverse Effect; 4.2.6 other than matters described in Schedule 5.10 or not required as 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans Closing Date to be made by ittherein described, on that Funding Date; (v) The making of the Loans requested on such Funding Date there shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not then be pending or, to the knowledge of Company, threatened, or threatened any action, suit, proceeding, governmental proceeding or investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property Property of Company or any of its Subsidiaries them before any Governmental Authority that has not been disclosed by Company constitutes a Material Adverse Effect; 4.2.7 Agent shall have received, in writing form and substance satisfactory to Agent, such other assurances, certificates, documents or consents related to the foregoing as Agent may reasonably require; 4.2.8 Agent shall hold a perfected, first priority Lien on all Collateral, for the ratable benefit of Lenders, subject only to Permitted Liens and those liens referenced in clause (b) of Section 4.2.10; 4.2.9 With respect to an item of Equipment that is required owned by an Owner Trustee, or with respect to each Lease to a Lessee domiciled or whose chief executive office is located in a non-U.S. jurisdiction, which is or is to be so disclosed pursuant included in the Borrowing Base on such Borrowing Date, Agent shall have received the documentation set forth in the definition of "Eligible Lease," (including, without limitation, the Owner Trustee Guaranty(ies), Owner Trustee Mortgage(s), Trust Agreement(s), and Beneficial Interest Pledge Agreement(s)); 4.2.10 With respect to subsection 5.6 or 6.1(x) prior all Equipment, the following statements shall be true, and Agent shall have received evidence reasonably satisfactory to it with respect to each item of Equipment and any related Lease included in the Borrowing Base to the making effect that: (a) the Borrower is in compliance with the applicable requirements of the last preceding Loans Mortgage and Applicable Law; (orb) the applicable Equipment Owner has good title under Applicable Law to such item of Equipment, free and clear of Liens other than (i) Permitted Liens and (ii) the Lien of Agent; (c) the Borrower has completed all registrations and filings required by any Aviation Authority in such jurisdiction and Agent shall hold a first priority Lien on each item of Equipment under Applicable Law and has provided, or is in a position to provide, all opinions of independent counsel as required by Agent; (d) with respect to each Cape Town Eligible Lease, Agent shall have received evidence reasonably satisfactory to it (including, a printout of the "priority search certificate" as defined in the Regulations for the International Registry) from the International Registry relating to the Lessor's interest in and International Interest with respect to such item of Equipment under such Lease; (e) with respect to all Leases that are not Cape Town Eligible, Agent shall have received an original, favorable written opinion of independent counsel addressed to Agent and Lenders (and their respective participants and assigns) with respect to Agent's Lien on such item of Equipment; (f) with respect to each item of Equipment which is eligible for registration with the International Registry, Agent shall have received a printout of the "priority search certificate" from the International Registry showing the Equipment Owner's ownership interest with respect to such Equipment under a contract of sale; and (g) with respect to such item of Equipment and any related Lease, the Borrower is in compliance with the applicable provisions of this Agreement, the Mortgage and all other Loan Documents. Notwithstanding the foregoing, but subject to clause (b) of this Section 4.2.10, if the Mortgage or Owner Trustee Mortgage and/or Lease for any item of Equipment is not available on any Borrowing Date, but provided, in the case of a Lease of any item of Equipment, the initial Loansparties hereto agree nevertheless to close on the financing of such item of Equipment so long as a (x) a Prospective International Interest or International Interest in such Equipment and such Mortgage or Owner Trustee Mortgage (and Lease if it is a Cape Town Eligible Lease) has been duly registered in favor of Agent at the International Registry; (y) no prior International Interest in such item of Equipment has been filed, and such Lease shall have been registered at the International Registry prior to the execution registration of such Prospective International Interest or International Interest in favor of Agent; and (z) the Borrower shall cause the Mortgage or Owner Trustee Mortgage, as applicable (and Lease if the aircraft in a U.S. registered aircraft) to be filed with the FAA within three (3) days of such registration of Prospective International Interest or International Interest. The request and acceptance by Borrower of the proceeds of the Loan shall be deemed to constitute, as of the date of such Loan, (1) a representation and warranty by Borrower that the conditions in this Agreement)Section 4.2 have been satisfied, 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 (2) a confirmation by Borrower of the opinion granting and continuance of Administrative Agent or of Requisite Lenders, would be expected Agent's Liens pursuant 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 transactions contemplated by this Agreement or the making of Loans hereunderCollateral Documents.

Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date any Extensions of Credit, convert or continue any Loan and/or the L/C Issuers to issue or extend any Letter of Credit 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any satisfaction of the above-described officers following conditions precedent on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Datethe relevant borrowing, conversion, continuation, issuance or extension date: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein and herein, or of each other Credit Parties in the other Loan those Credit Documents to which it is a party, shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe relevant borrowing, conversion, continuation, issuance or extension date (except any representation and warranty which by its express terms relates to a specific date or period); (c) since the extent such representations and warranties specifically relate to an earlier datedate of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), in which case such representations and warranties there shall have been true and correct no changes which have had or could reasonably be expected to have, singly or in all material respects on and as of the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.07); (iid) 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 and the other Loan Documents provide there shall be performed no actions or satisfied by it on proceedings instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (orother Credit Party, 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 opinion of Administrative Agent or of Requisite Lenders, would threatened which reasonably could be expected to have have, singly or in the aggregate, a Material Materially Adverse Effect; ; (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Domestic Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to the Borrower; (f) the Borrower shall have given to the Domestic Agent, in addition to its applicable notice of Borrowing, (i) written notice of its intent to use any proceeds of any Loan then being requested for the purchase or carrying of any “margin stock” (as defined in the Margin Regulations) and (ii) written notice that the representation and warranty set forth in Section 6.07 is true and correct; (g) the Domestic Agent shall have received such other documents (including, without limitation, any necessary Federal Reserve Form U-1 or other similar form required by the Margin Regulations) or legal opinions as the Domestic Agent may reasonably request, all in form and substance reasonably satisfactory to the Domestic Agent; (h) with respect to the issuance of any Letter of Credit, in addition to the satisfaction of each of the preceding conditions precedent, each of the conditions precedent set forth in Section 2A.11 shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed satisfied; and (i) with respect to the issuance of any actionDomestic Letter of Credit, suit or proceeding seeking there is no Defaulting Lender at the time such Domestic Letter of Credit is to enjoin or otherwise prevent be issued, unless for the consummation ofissuance of any Domestic Letter of Credit, or arrangements satisfactory to recover any damages or obtain relief as a result ofthe L/C Issuer have been made with respect to the undivided interest and participation of such Defaulting Lender in and to such Domestic Letter of Credit (and all other Domestic Letters of Credit then outstanding), which arrangements may include, but not be limited to, the transactions contemplated Borrower’s or Subsidiary L/C Account Party’s posting of cash collateral with the L/C Issuer in an amount equal to such Defaulting Lender’s participation therein on terms satisfactory to the L/C Issuer. Each request for a Borrowing or a Letter of Credit and the acceptance by this Agreement Borrower or an L/C Account Party of the making proceeds thereof shall constitute a representation and warranty by the Borrower, as of Loans hereunderthe relevant borrowing, conversion, continuation, issuance or extension date, that the applicable conditions specified in Sections 5.01 and 5.03 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer officer, the treasurer or the controller assistant treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitationincluding Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and; (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder; and (vii) Until the Senior Notes have been paid in full, the following statement shall be true and correct and Company shall be deemed to represent and warrant as of such Funding Date as follows: After giving effect to the making of each requested Loan or the issuance of each requested Letter of Credit, and after giving effect to the application of proceeds of such Loan, (i) Consolidated Indebtedness (as defined in the Senior Note Agreement) does not exceed 50% of Consolidated Net Tangible Assets (as defined in the Senior Note Agreement) and (ii) the pro forma ratio of Consolidated Income Available for Fixed Charges (as defined in the Senior Note Agreement) to Fixed Charges (as defined in the Senior Note Agreement) for the four consecutive Fiscal Quarters immediately preceding such date is not less than 2.5 to 1.0.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 and correct 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 and correct in all material respects on and as of such earlier date; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof) and the conversion of one Type of Loan into another, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The There shall then exist no Default or Event of Default; (b) All representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier datedate or are affected by transactions permitted under this Agreement); (c) Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier dateno change which has had or could reasonably be expected to have a Materially Adverse Effect; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vid) There shall not be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party’s ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief as assets, where said action if successful would have a result Materially Adverse Effect; (e) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender or the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) The Lender shall have received such other documents or legal opinions as the transactions contemplated by this Agreement or Lender may reasonably request, all in form and substance reasonably satisfactory to the making of Loans hereunderLender.

Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date are subject to the following further conditions precedent: A. The Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, officer or the chief financial officer or of the controller of Company or by any executive officer of the Company designated by any of the above-described officers on behalf of the Company in a writing delivered to the Administrative Agent. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true and correct 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 and correct in all material respects on and as of such earlier date; (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 a 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, Environmental Claim, governmental investigation or arbitration against or affecting the Parent, the Company or any of its the Company's Subsidiaries or any property of the Parent, the Company or any of its the Company's Subsidiaries that has not been disclosed by the Company in writing and that is required to be so disclosed pursuant to subsection 5.6 5.6, 5.13 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, Environmental Claim, governmental investigation or arbitration so disclosed that, in either event, in the opinion of the Administrative Agent or of the 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, of any of the transactions contemplated by this Agreement or Agreement, including the making of Loans hereunder.

Conditions to All Loans. The obligations of DIP Lenders to make Loans on each Funding Date (other than with respect to Loans made pursuant to subsection 2.1B(ii)) are subject to the following further conditions precedent: A. Administrative DIP Agent shall have received on or before that Funding Date, (i) in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Borrowers and (ii) a certificate executed by an Officer of each Borrower certifying to DIP Agent that, each such Officer is not aware of any information contained in the chief executive officer, Budget which is false or misleading or of any omission of information which causes such Budget to be false or misleading and that the chief financial officer or the controller of Company or by any executive officer of Company designated by any proceeds of the above-described officers Loans requested on behalf of Company such Funding Date shall be applied in a writing delivered to Administrative Agentaccordance with, and for the purpose identified in, such Budget. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; provided, that where a representation and warranty is already qualified as to materiality, such materiality qualifier 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 and the other Loan Documents provide provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any courtGovernment Authority (including, arbitrator or governmental authority without limitation, the Court) shall purport to enjoin or restrain any DIP Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on Borrowers shall have delivered such Funding Date other certificates or documents that DIP Agent shall not violate any law includingreasonably request, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve Systemin form and substance satisfactory to DIP Agent; and (vi) There shall not be pending orThe Interim Borrowing Order and/or Final Borrowing Order, to the knowledge of Companyas applicable, 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 in effect and not subject 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 transactions contemplated by this Agreement or the making of Loans hereunderstay.

Conditions to All Loans. The several obligations of Lenders to make Loans Loans, including the initial Loan, 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 on or before that Funding Datereceived, in accordance with the provisions of subsection 2.1BSubsection 1.3, an originally executed a Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller Borrowing requesting an advance of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentLoan. 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 true (and each request by Borrower for a Loan shall constitute a representation and warranty by the Loan Parties that such representations and warranties are) true, correct and complete in all material respects (other than any representations or warranties qualified pursuant to their terms by materiality qualifiers, which representations and warranties shall be true, correct and complete in all respects as written) 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 and correct in all material respects on and as of such earlier date;. (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;. (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (ivD) No order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date;any Loan. (vE) The making of All Loan Documents shall be in full force and effect. (F) Since the Loans requested on such Funding Date Closing Date, there shall not violate have occurred any law including, without limitation, Regulation T, Regulation U event or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 condition that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 had 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 opinion of Administrative Agent or of Requisite Lenders, would 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 transactions contemplated by this Agreement or the making of Loans hereunder.. Credit Agreement/Shenandoah Telecommunications Company

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date;no change which has had or could reasonably be expected to have a Materially Adverse Effect. (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Administrative Agent shall have received such other documents, including, but not limited to a properly completed Notice of Borrowing, or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.7.); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that threatened (i) which is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected reasonably likely to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent restrict one or more of the consummation ofBorrower's and its Restricted Subsidiaries' right to own or operate any portion of its business or assets, or to recover compel one or more of the Borrower and its Restricted Subsidiaries to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result Material portion of the total businesses or assets of the Borrower and its Restricted Subsidiaries; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1. and 5.2. have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof) and the conversion of one Type of Loan into another, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The There shall then exist no Default or Event of Default; (b) All representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier datedate or are affected by transactions permitted under this Agreement); (c) Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier dateno change which has had or could reasonably be expected to have a Materially Adverse Effect; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vid) There shall not be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief as assets , where said action if successful would have a result Materially Adverse Effect; (e) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender or the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) The Lender shall have received such other documents or legal opinions as the transactions contemplated by this Agreement or Lender may reasonably request, all in form and substance reasonably satisfactory to the making of Loans hereunderLender.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Intermet contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.14, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or could reasonably be expected to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 6.07); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyIntermet, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; and (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Intermet. Each request for a Borrowing and the transactions contemplated acceptance by this Agreement Intermet of the proceeds thereof shall constitute a representation and warranty by Intermet, as of the date of the Loans comprising such Borrowing, that the applicable conditions specified in Sections 4.01 and 4.02 have been satisfied or the making of Loans hereunderwaived in writing.

Conditions to All Loans. The obligations obligation of Lenders the Lender to make Loans on each Funding Date are any Revolving Loan or the Term Loan, or issue any Letter of Credit, is subject to the following further conditions precedent: A. Administrative Agent shall have received on or before that Funding Date, in accordance with fulfillment to the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any satisfaction of the above-described officers on behalf Lender immediately prior to or contemporaneously with each such Loan of Company in a writing delivered to Administrative Agent. B. As each of that Funding Date: the following conditions: (i) The the representations and warranties contained herein or otherwise made in writing by or on behalf of the Borrower and each member of the Borrower Affiliated Group pursuant hereto or in connection with the other Loan Documents transactions contemplated hereby shall be true and correct in all material respects on and as at the time of that Funding Date to the same extent as though made on and as of that date, each such Loan (except to the extent such for those representations and warranties specifically that expressly relate only to an earlier datea particular point, in which case such representations and warranties shall have been true accurate at such time) with and correct in all material respects on without giving effect to the Loan to be made, or the Letter of Credit to be issued, at such time and as the application of such earlier date; the proceeds thereof, (ii) No event no Default or Event of Default shall be continuing or result from the making of such Loan or the issuance of such Letter of Credit, (iii) no material adverse change in the assets, liabilities, properties, income, financial condition, business or prospects of any member of the Borrower Affiliated Group shall have occurred and be continuing or would result from since the consummation date 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 Initial Financial Statement, and satisfied all conditions which this Agreement and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment no change in applicable law or decree regulation shall have occurred as a consequence of any court, arbitrator or governmental authority which it shall purport to enjoin or restrain any Lender from making the Loans have become and continue to be made by it, on that Funding Date; (v) The making unlawful for the Lender or the Borrower or any other member of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, Borrower Affiliated Group to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or perform any of its Subsidiaries respective agreements or obligations under any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing and that Security Document to which it is required to be so disclosed 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 opinion of Administrative Agent 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 party or otherwise prevent adversely affecting the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement Lender or the making of Loans hereunderBorrower.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company the Borrower or by any executive officer other authorized signatory of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agentsuch Borrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemSystem or any other comparable or similar law of any Governmental Authority; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company any Borrower in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.7.); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that threatened (i) which is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected reasonably likely to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent restrict one or more of the consummation ofConsolidated Companies right to own or operate any portion of its business or assets, or to recover compel one or more of the Borrower and its Consolidated Companies to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result Material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing or Competitive Bid Request and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereunder.comprising such Borrowing, that the applicable conditions specified in Sections 5.1. and 5.2. have been satisfied. -52- 62

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. The Existing Letters of Credit shall have become Letters of Credit under this Agreement. C. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitationincluding Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The There shall then exist no Default or Event of Default; (b) All representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier datedate or are affected by transactions permitted under this Agreement); (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vic) There shall not be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief as assets , where said action if successful would have a result Materially Adverse Effect; (d) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (e) The Agent shall have received such other documents or legal opinions as the transactions contemplated by this Agreement Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the making of Loans hereunderAgent.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any or vice president of the above-described officers on behalf of Company in a writing delivered to Administrative Agentapplicable Borrower (each such person being an “Authorized Officer”). B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 that such representations and warranties specifically relate to an earlier date, in which case case, such representations and warranties shall have been true be true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender Lenders from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (viiv) There shall not be pending or, to the knowledge of CompanyBorrowers, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 7.5 or 6.1(x8.1(viii) prior to the making of the last preceding Loans (or, in the case of Loans, if any, made on the initial LoansClosing Date, 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 disclosed, that, in either event, in the opinion of Administrative any Primary Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof) and the conversion of one Type of Loan into another, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The There shall then exist no Default or Event of Default; (b) All representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier datedate or are affected by transactions permitted under this Agreement); (c) Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier dateno change which has had or could reasonably be expected to have a Materially Adverse Effect; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vid) There shall not be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief as assets, where said action if successful would have a result Materially Adverse Effect; (e) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender or the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) The Lender shall have received such other documents or legal opinions as the transactions contemplated by this Agreement or Lender may reasonably request, all in form and substance reasonably satisfactory to the making of Loans hereunderLender.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier date); (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, in which case such representations and warranties there shall have been true and correct no change which has had or could reasonably be expected to have a Materially Adverse Effect other than those disclosed in all material respects on and as of the Schedules to this Agreement or in such earlier datefinancial statements; (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatenedthreatened (i) which is reasonably likely to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any actionportion of its business or assets, suit, proceeding, governmental investigation or arbitration against to compel one or affecting Company more Credit Party to dispose of or hold separate all or any portion of its Subsidiaries businesses or any property assets, where such portion or portions of Company such business(es) or any assets, as the case may be, constitute a material portion of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 the total businesses or 6.1(x) prior assets of the Consolidated Companies (notwithstanding anything to the making contrary contained in this subsection (d), the Lenders are aware of the last preceding Loans (or, in the case of the initial Loans, prior investigations related to the execution Airgas Litigation and, unless and until the Required Lenders reasonably determine that the existence 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 opinion of Administrative Agent or of Requisite Lenders, would be expected investigations is likely to have a Material Adverse Effect; , the existence of such related investigations shall not constitute a Default or Event of Default under this Agreement); (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to Borrower; (f) the Administrative Agent shall have received such other documents, certificates, notices, opinions or other information, including, but not limited to a Notice of Borrowing, or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (g) the Administrative Agent and each Lender shall have received all fees payable in accordance with and pursuant to the Fee Letter, the Commitment Letter and this Agreement and all such fees shall have been issued paid as and no hearing to cause an injunction or other restraining order to be issued when due. Each request for a Borrowing and the acceptance by Borrower of the proceeds thereof shall be pending or noticed with respect to any actionconstitute a representation and warranty by Borrower, suit or proceeding seeking to enjoin or otherwise prevent as of the consummation ofdate of the Loans comprising such Borrowing, or to recover any damages or obtain relief as a result of, that the transactions contemplated by this Agreement or the making of Loans hereunderapplicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller a duly authorized Officer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentBorrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 (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 true, correct and correct complete in all material respects on and as of such earlier datedate and (B) to the extent the Administrative Agent and Lenders have been notified in writing by Borrower that any representation or warranty is not correct and the Requisite Lenders have explicitly waived in writing compliance with such representation or warranty; provided, that where a representation and warranty is already qualified as to materiality, such materiality qualifier 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 and the other Loan Documents provide 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 governmental authority Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.Subsidiaries

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company Borrower or by any executive officer of Company Borrower designated by any of the above-described officers on behalf of Company Borrower in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries that has not been disclosed by Company Borrower in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x6.l(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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer officer, an executive vice president or the controller treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 With respect to Loans made after the Closing Date, each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide provides shall be performed or satisfied by it on or before that Funding prior to the Closing Date, the performance of which was deferred to a later date, by such later date; (iv) No order, judgment or decree of any court, arbitrator or governmental govern mental authority shall purport to enjoin or restrain any Lender Lenders from making the Loans to be made by it, them on that Funding Date;; and (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the president, chief executive officer, the chief financial officer or the controller treasurer of Company or by any executive officer of Company designated by any of the above-above- described officers on behalf of Company in a writing 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 true, correct and correct 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 representa tions and warranties shall have been true true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Arranging Agent, Administrative Agent 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 consum mation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date;no change which has had or could reasonably be expected to have a Materially Adverse Effect. (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents, including, but not limited to a properly completed Notice of Borrowing, or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date are subject It shall be a condition to the funding of any Loan that the following further conditions precedentstatements be true on the date of each such funding or advance: A. Administrative 4.2.1 Agent shall have timely received on a Borrowing Notice or before that Funding Datetelephonic request, in accordance as applicable, together with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any Borrowing Base Certificate dated as of the above-described officers on behalf date of Company in a writing delivered such Borrowing Notice; 4.2.2 Agent shall determine that, after giving effect to Administrative Agent.the requested Revolving Loan, no Overadvance will occur; B. As 4.2.3 all of that Funding Date: (i) The the representations and warranties contained herein of Borrower under this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that at such date, except to the extent any such representations and warranties specifically relate to an earlier date, in which case both before and after giving effect to the funding or issuance of such representations Loan, and warranties Agent shall have been true and correct in all material respects on and as of such earlier datereceived, if it so elects, a certification to that effect signed by an Authorized Signatory; (ii) No event 4.2.4 Borrower shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing continuing; 4.2.5 no circumstance or event shall have occurred since the Closing Date, or would result from the consummation funding, advance or incurrence of any Loan, that constitutes a Material Adverse Effect; 4.2.6 other than matters described in Schedule 5.10 or not required as 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans Closing Date to be made by ittherein described, on that Funding Date; (v) The making of the Loans requested on such Funding Date there shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not then be pending or, to the knowledge of Company, threatened, or threatened any action, suit, proceeding, governmental proceeding or investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property Property of Company or any of its Subsidiaries them before any Governmental Authority that has not been disclosed constitutes a Material Adverse Effect; 4.2.7 Agent shall have received, in form and substance satisfactory to Agent, such other assurances, certificates, documents or consents related to the foregoing as Agent may reasonably require; 4.2.8 Agent shall hold a perfected, first priority Lien on all Collateral, for the ratable benefit of Lenders and Non-Lenders, subject only to Permitted Liens and those liens referenced in clause (b) of Section 4.2.10; 4.2.9 With respect to each item of Equipment which is owned by Company an Owner Trustee, or with respect to each Lease to a Lessee domiciled or whose chief executive office is located in writing and that a non-U.S. jurisdiction, which is required or is to be so disclosed pursuant included in the Borrowing Base on such Borrowing Date, Agent shall have received the documentation set forth in the definition of "Eligible Lease," (including, without limitation, the Owner Trustee Guaranty(ies), Owner Trustee Mortgage(s), Trust Agreement(s), and Beneficial Interest Pledge Agreement(s)); 4.2.10 With respect to subsection 5.6 or 6.1(xall Equipment, the following statements shall be true, and Agent shall have received evidence reasonably satisfactory to it (including, with respect to each item of Equipment which is eligible for registration with the International Registry, a printout of the "priority search certificate" from the International Registry showing the Equipment Owner's ownership interest with respect to such Equipment under a contract of sale) prior with respect to each item of Equipment and any related Lease included in the Borrowing Base to the making effect that: (a) the Borrower is in compliance with the applicable requirements of the last preceding Loans Mortgage and Applicable Law; (orb) the applicable Equipment Owner has good title under Applicable Law to such item of Equipment, free and clear of Liens other than (i) Permitted Liens and (ii) the Lien of Agent; (c) the Borrower has completed all registrations and filings required by any Aviation Authority in such jurisdiction and Agent shall hold a first priority Lien on each item of Equipment under Applicable Law and has provided, or is in a position to provide, all opinions of independent counsel as required by Agent; (d) Agent shall have received evidence reasonably satisfactory to it (including, with respect to each Cape Town Eligible Lease, a printout of the "priority search certificate" (as defined in the Regulations for the International Registry) from the International Registry relating to the Lessor's interest in and International Interest with respect to such item of Equipment under such Lease and including, with respect to all Leases that are not Cape Town Eligible, an original, favorable written opinion of independent counsel addressed to Agent and Lenders (and their respective participants and assigns) with respect to Agent's Lien on such item of Equipment; and (e) with respect to such item of Equipment and any related Lease, the Borrower is in compliance with the applicable provisions of this Agreement, the Mortgage and all other Loan Documents. Notwithstanding the foregoing, but subject to clause (b) of this Section 4.2.10, if the Mortgage or Owner Trustee Mortgage and/or Lease for any item of Equipment is not available on any Borrowing Date, but provided, in the case of a Lease of any item of Equipment, that the initial LoansLessee thereunder is situated in a Contracting State, the parties hereto agree nevertheless to close on the financing of such item of Equipment so long as a Prospective International Interest or International Interest in such Equipment and such Mortgage or Owner Trustee Mortgage and/or Lease has been duly registered in favor of Agent at the International Registry (with no prior International Interest in such item of Equipment, such Lease having been registered at the International Registry prior to the execution registration of this Agreementsuch Prospective International Interest or International Interest in favor of Agent), in which case the Borrower shall cause the Mortgage or Owner Trustee Mortgage and/or Lease to be filed with the FAA within three (3) days of such registration of Prospective International Interest or International Interest. The request and there acceptance by Borrower of the proceeds of the Loan shall have occurred no development not so disclosed be deemed to constitute, as of the date of such Loan, (1) a representation and warranty by Borrower that the conditions 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 Material Adverse Effect; and no injunction or other restraining order shall this Section 4.2 have been issued satisfied, and no hearing (2) a confirmation by Borrower of the granting and continuance of Agent's Liens pursuant 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 transactions contemplated by this Agreement or the making of Loans hereunderCollateral Documents.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any or vice president of the above-described officers on behalf of Company in applicable Borrower (each such person being a writing delivered to Administrative Agent"AUTHORIZED OFFICER"). B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 that such representations and warranties specifically relate to an earlier date, in which case case, such representations and warranties shall have been true be true, correct and correct complete in all material respects on and as of such earlier date; (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 The applicable Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender Lenders from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrowers, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 7.6 or 6.1(x8.1(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 disclosed, that, in either event, in the opinion of Administrative any Primary Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent (with a copy to Agent) shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company the Borrower or by any executive officer other authorized signatory of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agentsuch Borrower. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemSystem or any other comparable or similar law of any Governmental Authority; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company any Borrower in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (including the Term Loans) (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Nelsxx contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of the date of such Loans (except that date, except the representation and warranty set forth in Section 6A.19 shall not be deemed to relate to any time subsequent to the extent such representations and warranties specifically relate to an earlier datedate of the initial Loans hereunder); (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6A.14, in which case such representations and warranties there shall have been true and correct no change that has had or could reasonably be expected to have a Materially Adverse Effect in all material respects on and as of any Consolidated Company's financial condition, properties, business, operations or prospects (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7A.07); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyNelsxx, 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 xxreatened that has not been disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would reasonably could be expected to have a Material Materially Adverse Effect; and no injunction Effect in any Consolidated Company's financial condition, properties, business, operations 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 prospects, including without limitation any action, suit action or proceeding seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result of, material portion of the transactions contemplated by this Agreement total businesses or assets of the making of Loans hereunder.Consolidated Companies;

Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date any Extensions of Credit, convert or continue any Loan and/or the L/C Issuers to issue or extend any Letter of Credit 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any satisfaction of the above-described officers following conditions precedent on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Datethe relevant borrowing, conversion, continuation, issuance or extension date: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Interface contained herein herein, and in all representations and warranties by the other Loan Borrowers contained herein, or of each other Credit Parties in those Credit Documents to which it is a party, shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe relevant borrowing, conversion, continuation, issuance or extension date (except any representation and warranty which by its express terms relates to a specific date or period); (c) since the extent such representations and warranties specifically relate to an earlier datedate of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), in which case such representations and warranties there shall have been true and correct no changes which have had or could reasonably be expected to have, singly or in all material respects on and as of the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.07); (iid) 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 and the other Loan Documents provide there shall be performed no actions or satisfied by it on proceedings instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (orother Credit Party, 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 opinion of Administrative Agent or of Requisite Lenders, would threatened which reasonably could be expected to have have, singly or in the aggregate, a Material Materially Adverse Effect; ; (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Co-Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to any of the Borrowers; (f) the applicable Borrower shall have given to the Co-Agents, in addition to its applicable notice of Borrowing, (i) written notice of its intent to use any proceeds of any Loan then being requested for the purchase or carrying of any "margin stock" (as defined in the Margin Regulations) and (ii) written notice that the representation and warranty set forth in Section 6.07 is true and correct; (g) the Co-Agents shall have received such other documents (including, without limitation, any necessary Federal Reserve Form U-1 or other similar form required by the Margin Regulations) or legal opinions as the Co-Agents or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Co-Agents; and (h) with respect to the issuance of any Letter of Credit, in addition to the satisfaction of each of the preceding conditions precedent, each of the conditions precedent set forth in Section 2A.11 shall have been issued satisfied. Each request for a Borrowing or a Letter of Credit and no hearing to cause the acceptance by each Borrower or an injunction L/C Account Party of the proceeds thereof shall constitute a representation and warranty by the Borrowers, as of the relevant borrowing, conversion, continuation, issuance 109 or other restraining order to be issued shall be pending or noticed with respect to any actionextension date, suit or proceeding seeking to enjoin or otherwise prevent that the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderapplicable conditions specified in Sections 5.01 and 5.03 have been satisfied.

Conditions to All Loans. The Subject to the provisions of subsections 2.1B 2.8D, the obligations of Lenders to make all Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received on or before that Funding Datereceived, in accordance with the provisions of subsection 2.1B2.1C or 2.9B, 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 officer, the treasurer or the controller an assistant treasurer of Company or by any executive officer of Company designated by any of the above-above- described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (i) 1. The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier datedate and (b) to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement; (ii) 2. 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; (iii) 3. Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide provides shall be performed or satisfied by it on or before that such Funding Date; (iv) 4. No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding DateLoan; (v) 5. The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) 6. There shall not be pending or, to the knowledge of Company, Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company any Loan Party or any of its Subsidiaries or any property of Company any Loan Party or any of its Subsidiaries that Subsidiaries, which has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 4.6 or 6.1(x5.1(vii) prior to the making of the last preceding Loans (or, in the case of the initial LoansLoans made hereunder, 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 thatdisclosed, which, in either event, in the opinion of Requisite Lenders (as communicated by Requisite Lenders to Administrative Agent or of Requisite Lendersand evidenced by a written notice from Administrative Agent to Company), would reasonably be expected to have a Material Adverse Effect; . C. Each borrowing by Company hereunder shall constitute a representation and no injunction or other restraining order shall have been issued warranty by Company hereunder as of the ap- plicable Funding Date that subsection 3.2B is satisfied on 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 transactions contemplated by this Agreement or the making of Loans hereundersuch Funding Date.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x6.1(xii) 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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as, after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereon, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 6.7.); (iid) 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 except for litigation disclosed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide Schedule 5.5., there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Companyany Executive Officer of Borrower, threatenedthreatened (i) which is reasonably likely to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more of the Consolidated Companies' right to own or operate any actionportion of its business or Properties, suit, proceeding, governmental investigation or arbitration against to compel one or affecting Company more of the Borrower and its Consolidated Companies to dispose of or hold separate all or any portion of its Subsidiaries businesses or any property Properties, where such portion or portions of Company such business(es) or any Properties, as the case may be, constitute a material portion of its Subsidiaries that has not been disclosed by Company in writing and that is required the total businesses or Properties, of the Consolidated Companies; (e) the Loans to be so disclosed pursuant to subsection 5.6 made and the use of proceeds thereof shall not contravene, violate or 6.1(x) prior to conflict with, or involve 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 opinion of Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction any court of law or other restraining order governmental authority applicable to any Consolidated Company; and (f) the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Each request for a Borrowing and the acceptance by Borrower of the proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans comprising such Borrowing, that the applicable conditions specified in Sections 4. 1. and 4.2. 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 transactions contemplated by this Agreement or the making of Loans hereundersatisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject to and the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the (other Loan Documents than those made only as of a specified date) shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.14, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or could reasonably be expected to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 6.07); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially Adverse Effect; , or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to Borrower; and (f) The Agent shall have been issued received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and no hearing substance reasonably satisfactory to cause an injunction or other restraining order to be issued shall be pending or noticed the Agent, including, without limitation, with respect to any actionall Loans made as long as the Foreign Subsidiary Lines of Credit are outstanding, suit or proceeding seeking a certificate from the Borrower as to enjoin or otherwise prevent the consummation ofoutstanding amount thereunder as of the date of Borrowing hereunder. Each request for a Borrowing and the acceptance by Borrower of the proceeds thereof shall constitute a representation and warranty by Borrower, or to recover any damages or obtain relief as a result ofof the date of the Loans comprising such Borrowing, that the transactions contemplated by this Agreement or the making of Loans hereunderapplicable conditions specified in Sections 4.01 and 4.02 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date are subject It shall be a condition to the funding of any Loan or the issuance of any Letter of Credit that the following further conditions precedentstatements be true on the date of each such funding or issuance: A. Administrative 4.2.1 Agent shall have timely received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed a Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any . 4.2.2 all of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Date: (i) The representations and warranties contained herein of Borrower under this Agreement and in the other Loan Documents shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in 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 any such representations and warranties specifically relate to an earlier date, in which case both before and after giving effect to the funding of such representations Loan or the issuance of such Letter of Credit, and warranties Agent shall have been true received, if it so elects and correct in all material respects on and as of such earlier datenotifies Borrower thereof, a certification to that effect signed by an Authorized Signatory; (ii) 4.2.3 No event Default or Event of Default shall have occurred and be continuing or shall result from the funding of such Loan or the issuance of such Letter of Credit; 4.2.4 no circumstance or event shall have occurred since the Closing Date, or would result from the consummation funding of such Loan or the borrowing contemplated by issuance of such Notice Letter of Borrowing Credit, 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected to have constitutes a Material Adverse Effect; and 4.2.5 Agent, except as set forth in any of the Collateral Documents, shall hold a perfected, first priority Lien on all Collateral, for the ratable benefit of the Lenders, subject only to Permitted Liens. The request and no injunction acceptance by Borrower of the requested Loan or other restraining order Letter of Credit shall be deemed to constitute, as of the date of such Loan, (a) a representation and warranty by Borrower that the conditions in this Section 4.2 have been issued satisfied or waived by each Lender and no hearing (b) a confirmation by Borrower of the granting and continuance of Agent’s Liens pursuant 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 transactions contemplated by this Agreement or the making of Loans hereunderCollateral Documents.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agentan Authorized Representative. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x6.1(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 88 EXECUTION disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of the Loans hereunder.

Conditions to All Loans. The obligations obligation of Lenders each Lender to make Loans on each Funding Date are any date, including on the Closing Date, is subject to satisfaction of the following further conditions precedent: A. , except as otherwise agreed between the Borrower, the Administrative Agent shall have received on or before that Funding Date, and the Lenders in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer Section 10.01: (a) The Administrative Agent’s or the controller of Company or by any executive officer of Company designated by any Lenders’ (as applicable) receipt of the above-described officers on behalf following, each properly executed by a Responsible Officer of Company the signing Loan Party, and each in a writing delivered form and substance reasonably satisfactory to Administrative Agent. B. As of that Funding Datethe Required Lenders: (i) an original Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the requested date of the borrowing; and (ii) a Committed Loan Notice relating to the Loans. (b) The representations and warranties contained herein of the Borrower and in the each other Loan Documents Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of that Funding Date the date of the incurrence of such Loans (before and after giving effect to the same extent as though made on and as incurrence of such Loans); provided that date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties they shall have been be true and correct in all material respects on and as of such earlier date;; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iic) No event Default or Event of Default shall have occurred and be continuing exist, or would result from the consummation incurrence of such Loans or from the application of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;proceeds therefrom. (iiid) Each The aggregate outstanding amount of Loans after giving effect to such Loan Party shall not exceed the lesser of (i) the Aggregate Commitments and (ii) the maximum amount authorized by the Final Order, and each condition to borrowing such Loan in the Final Order shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide been satisfied. (e) The Final Order shall be performed or satisfied by it on or before that Funding Date; (iv) No orderin full force and effect, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date and shall not violate any law includinghave been vacated, without limitationreversed or rescinded, Regulation T, Regulation U or Regulation X and an appeal of the Board such order shall not have been timely filed and a stay of Governors of the Federal Reserve System; and (vi) There such order pending appeal shall not be pending orpresently effective, and without the prior written consent of the Administrative Agent and the Required Lenders, such order shall not have been amended or modified. The Loan Parties shall be in compliance with the Final Order. (f) Such borrowing shall not be in an amount greater than is reasonably necessary to allow the Borrower to (a) maintain a cash reserve of $5,000,000, (b) make the expenditures set forth in the Approved Budget (subject to the 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 disclosed by Company in writing and that is required to be so disclosed 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 AgreementPermitted Variances), and there shall have occurred no development not so disclosed (c) following approval by the Bankruptcy Court of the Reorganization Plan, maintain a cash reserve reasonably sufficient to make the payments and disbursements (including estimated amounts in respect of professional fees and expenses of the Loan Parties, any such action, suit, proceeding, governmental investigation or arbitration so disclosed that, in either event, statutory committee of unsecured creditors appointed in the opinion of Chapter 11 Case, the Administrative Agent or of Requisite LendersAgent, would the Lenders and the Prepetition Secured Parties (as defined in the Financing Orders)) contemplated by the Reorganization Plan. Each Committed Loan Notice submitted by the Borrower shall be expected deemed to have be a Material Adverse Effect; representation and no injunction or other restraining order shall warranty that the conditions specified in Section 4.02(a) through (f) have been issued satisfied on 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 as of the consummation of, or to recover any damages or obtain relief as a result of, date of the transactions contemplated by this Agreement or the making of Loans hereunderapplicable Loans.

Conditions to All Loans. The obligations At the time of Lenders the making of all ----------------------- Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements described in Section 6.1, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date; (ii) No event shall have occurred and be continuing no change which has had 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and ; (d) there shall be no injunction action or proceeding instituted or pending before any court or other restraining order shall governmental authority or, to the knowledge of the Borrower, threatened (i) which reasonably could be expected to have been issued and no hearing to cause an injunction a Material Adverse Effect, or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding (ii) seeking to enjoin prohibit or otherwise prevent restrict the consummation ofBorrower's ownership or operation of any portion of its business or assets, or to recover compel the Borrower to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Borrower or any Subsidiary; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the transactions contemplated Borrower; and (f) The Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or the making Borrower of the proceeds thereof shall constitute a representation and warranty by the Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 4.1 and 4.2 have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans (except to the extent that such representations and warranties specifically expressly relate to an earlier datedate or are affected by transactions permitted under this Agreement); (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, in which case such representations and warranties there shall have been true and correct no change which has had or could reasonably be expected to have a Materially Adverse Effect other than those disclosed in all material respects on and as of such earlier datethe Schedules to this Agreement; (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatenedthreatened (i) which is reasonably likely to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any actionportion of its business or assets, suit, proceeding, governmental investigation or arbitration against to compel one or affecting Company more Credit Party to dispose of or hold separate all or any portion of its Subsidiaries businesses or any property assets, where such portion or portions of Company such business(es) or any assets, as the case may be, constitute a material portion of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 the total businesses or 6.1(x) prior assets of the Consolidated Companies (notwithstanding anything to the making contrary contained in this subsection, the Lenders are aware of the last preceding Loans (orAirgas Litigation and the related investigations referenced on Schedule 6.5 and so long as the Borrower's liability, in or potential liability, thereunder shall not reasonably be considered to exceed $70,000,000.00, the case existence of the initial Loans, prior to the execution Airgas Litigation and such related investigations shall not constitute a Default or Event of Default under this Agreement); (e) the Loans to be made and the use of proceeds thereof shall not contravene, and there violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; (f) the Agent shall have occurred no development not so disclosed in any received such actionother documents, suitcertificates, proceedingnotices, 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 Material Adverse Effect; and no injunction opinions or other restraining order shall have been issued and no hearing information, including, but not limited 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 ofa Notice of Borrowing, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.legal

Conditions to All Loans. The obligations At the time of Lenders the making of all ----------------------- Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date;no change which has had or could reasonably be expected to have a Materially Adverse Effect. (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents, including, but not limited to a properly completed Notice of Borrowing, or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as, after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereon, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material Material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 6.7.); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Companyany Executive Officer of 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 that has not been disclosed by Company in writing and that threatened (i) which is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected reasonably likely to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent restrict one or more of the consummation ofConsolidated Companies' right to own or operate any portion of its business or Properties, or to recover compel one or more of the Borrower and its Consolidated Companies to dispose of or hold separate all or any damages portion of its businesses or obtain relief Properties, where such portion or portions of such business(es) or Properties, as the case may be, constitute a result Material portion of the total businesses or Properties, of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to any Consolidated Company; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing or Competitive Bid Request and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 4. 1. and 4.2. have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.7.); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that threatened (i) which is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected reasonably likely to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent restrict one or more of the consummation ofConsolidated Companies right to own or operate any portion of its business or assets, or to recover compel one or more of the Borrower and its Consolidated Companies to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result Material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing or Competitive Bid Request and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1. and 5.2. have been satisfied.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.03, and except to the extent such representations and warranties specifically relate to an earlier dateas set forth on Schedule 5.03 hereof, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date;no change which has had or could reasonably be expected to have a Materially Adverse Effect. (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending other Governmental Agency or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other Governmental Agency applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 4.01 and 4.02 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date are subject It shall be a condition to the funding of any Loan that the following further conditions precedentstatements be true on the date of each such funding or advance: A. Administrative 4.2.1 Agent shall have timely received on a Borrowing Notice or before that Funding Datetelephonic request, in accordance as applicable, together with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any a Borrowing Base Certificate dated as of the above-described officers on behalf date of Company in a writing delivered such Borrowing Notice; 4.2.2 Agent shall determine that, after giving effect to Administrative Agent.the requested Revolving Loan, no Overadvance will occur; B. As 4.2.3 all of that Funding Date: (i) The the representations and warranties contained herein of Borrower under this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that at such date, except to the extent any such representations and warranties specifically relate to an earlier date, in which case both before and after giving effect to the funding or issuance of such representations Loan, and warranties Agent shall have been true and correct in all material respects on and as of such earlier datereceived, if it so elects, a certification to that effect signed by an Authorized Signatory; (ii) No event 4.2.4 Borrower shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing continuing; 4.2.5 no circumstance or event shall have occurred since the Closing Date, or would result from the consummation funding, advance or incurrence of any Loan, that constitutes a Material Adverse Effect; 4.2.6 other than matters described in Schedule 5.10 or not required as 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans Closing Date to be made by ittherein described, on that Funding Date; (v) The making of the Loans requested on such Funding Date there shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not then be pending or, to the knowledge of Company, threatened, or threatened any action, suit, proceeding, governmental proceeding or investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property Property of Company or any of its Subsidiaries them before any Governmental Authority that has not been disclosed by Company constitutes a Material Adverse Effect; 4.2.7 Agent shall have received, in writing form and substance satisfactory to Agent, such other assurances, certificates, documents or consents related to the foregoing as Agent may reasonably require; 4.2.8 Agent shall hold a perfected, first priority Lien on all Collateral, for the ratable benefit of Lenders, subject only to Permitted Liens and those liens referenced in clause (b) of Section 4.2.10; 4.2.9 With respect to an item of Equipment that is required owned by an Owner Trustee, or with respect to each Lease to a Lessee domiciled or whose chief executive office is located in a non-U.S. jurisdiction, which is or is to be so disclosed pursuant included in the Borrowing Base on such Borrowing Date, Agent shall have received the documentation set forth in the definition of “Eligible Lease,” (including, without limitation, the Owner Trustee Guaranty(ies), Owner Trustee Mortgage(s), Trust Agreement(s), and Beneficial Interest Pledge Agreement(s)); and 4.2.10 With respect to subsection 5.6 or 6.1(x) prior all Equipment, and subject to Section 6.23, the following statements shall be true, and Agent shall have received evidence reasonably satisfactory to it with respect to each item of Equipment and any related Lease included in the Borrowing Base to the making effect that: (a) the Borrower is in compliance with the applicable requirements of the last preceding Loans Mortgage and Applicable Law; (orb) the applicable Equipment Owner has good title under Applicable Law to such item of Equipment, free and clear of Liens other than (i) Permitted Liens and (ii) the Lien of Agent; (c) the Borrower has completed all registrations and filings required by any Aviation Authority in such jurisdiction and Agent shall hold a first priority Lien on each item of Equipment under Applicable Law and has provided, or is in a position to provide, all opinions of independent counsel as required by Agent; (d) with respect to each Cape Town Eligible Lease, Agent shall have received evidence reasonably satisfactory to it (including, a printout of the “priority search certificate” as defined in the Regulations for the International Registry) from the International Registry relating to the Lessor’s interest in and International Interest with respect to such item of Equipment under such Lease; (e) with respect to all Leases that are not Cape Town Eligible, Agent shall have received an original, favorable written opinion of independent counsel addressed to Agent and Lenders (and their respective participants and assigns) with respect to Agent’s Lien on such item of Equipment; (f) with respect to each item of Equipment which is eligible for registration with the International Registry, Agent shall have received a printout of the “priority search certificate” from the International Registry showing the Equipment Owner’s ownership interest with respect to such Equipment under a contract of sale; and (g) with respect to such item of Equipment and any related Lease, the Borrower is in compliance with the applicable provisions of this Agreement, the Mortgage and all other Loan Documents. Notwithstanding the foregoing, but subject to clause (b) of this Section 4.2.10, if the Mortgage or Owner Trustee Mortgage and/or Lease for any item of Equipment is not available on any Borrowing Date, but provided, in the case of a Lease of any item of Equipment, the initial Loansparties hereto agree nevertheless to close on the financing of such item of Equipment so long as a (x) a Prospective International Interest or International Interest in such Equipment and such Mortgage or Owner Trustee Mortgage (and Lease if it is a Cape Town Eligible Lease) has been duly registered in favor of Agent at the International Registry; (y) no prior International Interest in such item of Equipment has been filed, and such Lease shall have been registered at the International Registry prior to the execution registration of such Prospective International Interest or International Interest in favor of Agent; and (z) the Borrower shall cause the Mortgage or Owner Trustee Mortgage, as applicable (and Lease if the aircraft in a U.S. registered aircraft) to be filed with the FAA within three (3) days of such registration of Prospective International Interest or International Interest. The request and acceptance by Borrower of the proceeds of the Loan shall be deemed to constitute, as of the date of such Loan, (1) a representation and warranty by Borrower that the conditions in this Agreement)Section 4.2 have been satisfied, 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 (2) a confirmation by Borrower of the opinion granting and continuance of Administrative Agent or of Requisite Lenders, would be expected Agent’s Liens pursuant 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 transactions contemplated by this Agreement or the making of Loans hereunderCollateral Documents.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the controller treasurer of Company the requesting Borrower or by any executive officer of Company such Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans or the issuance or extension of any Letter of Credit (before as well as after giving effect to make such Loans on each Funding Date are subject or Letters of Credit and to the proposed use of the proceeds thereof), or the conversion or continuation of any Loan, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, except to the extent date of such Loans (other than the 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 on and given as of such earlier a specific date); (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; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making or Letters of Credit to be issued and the Loans requested on such Funding Date use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, the Margin Regulations or any other material law, rule, injunction, or regulation, or determination of any court of law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve Systemother governmental authority applicable to Borrower; and (vid) There Borrower shall not be pending or, to in compliance with the knowledge borrowing limits set forth in Section 3.05(b). Each request for a new Borrowing or Letter 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 disclosed Credit and the acceptance by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making Borrower of the last preceding Loans proceeds thereof (orincluding the continuation or conversion of an existing Borrowing) shall constitute a representation and warranty by Borrower, in the case as of the initial Loansdate of the Loans comprising such Borrowing or the issuance of such Letter of Credit, prior to that the execution of this Agreement), applicable conditions specified in Sections 4.01 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 opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall 4.02 have been issued and no hearing to cause an injunction satisfied 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 transactions contemplated by this Agreement or the making of Loans hereunderwaived in writing.

Conditions to All Loans. The obligations At the time of Lenders the making of all ----------------------- Loans(before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date;no change which has had or could reasonably be expected to have a Materially Adverse Effect. (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of CompanyBorrower, 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 disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(xthreatened (i) 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 opinion of Administrative Agent or of Requisite Lenders, would which reasonably could be expected to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Party to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (f) the transactions contemplated Agent shall have received such other documents, including, but not limited to a properly completed Notice of Borrowing, or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date any Extensions of Credit, convert or continue any Loan and/or the L/C Issuers to issue or extend any Letter of Credit 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any satisfaction of the above-described officers following conditions precedent on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Datethe relevant borrowing, conversion, continuation, issuance or extension date: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein and herein, or of each other Credit Parties in the other Loan those Credit Documents to which it is a party, shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe relevant borrowing, conversion, continuation, issuance or extension date (except any representation and warranty which by its express terms relates to a specific date or period); (c) since the extent such representations and warranties specifically relate to an earlier datedate of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), in which case such representations and warranties there shall have been true and correct no changes which have had or could reasonably be expected to have, singly or in all material respects on and as of the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.07); (iid) 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 and the other Loan Documents provide there shall be performed no actions or satisfied by it on proceedings instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (orother Credit Party, 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 opinion of Administrative Agent or of Requisite Lenders, would threatened which reasonably could be expected to have have, singly or in the aggregate, a Material Materially Adverse Effect; ; (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Domestic Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to the Borrower; (f) the Borrower shall have given to the Domestic Agent, in addition to its applicable notice of Borrowing, (i) written notice of its intent to use any proceeds of any Loan then being requested for the purchase or carrying of any “margin stock” (as defined in the Margin Regulations) and (ii) written notice that the representation and warranty set forth in Section 6.07 is true and correct; (g) the Domestic Agent shall have received such other documents (including, without limitation, any necessary Federal Reserve Form U-1 or other similar form required by the Margin Regulations) or legal opinions as the Domestic Agent may reasonably request, all in form and substance reasonably satisfactory to the Domestic Agent; and (h) with respect to the issuance of any Letter of Credit, in addition to the satisfaction of each of the preceding conditions precedent, each of the conditions precedent set forth in Section 2A.11 shall have been issued satisfied. Each request for a Borrowing or a Letter of Credit and no hearing to cause the acceptance by Borrower or an injunction L/C Account Party of the proceeds thereof shall constitute a representation and warranty by the Borrower, as of the relevant borrowing, conversion, continuation, issuance or other restraining order to be issued shall be pending or noticed with respect to any actionextension date, suit or proceeding seeking to enjoin or otherwise prevent that the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderapplicable conditions specified in Sections 5.01 and 5.03 have been satisfied.

Conditions to All Loans. The obligations of Lenders Lender to make Loans on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent Lender shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B2.1C, a copy of an originally executed Notice of Borrowing, in each case signed by the president, chief executive officer, the chief financial officer or the controller treasurer of Company the applicable Borrower or by any executive officer of Company such Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing delivered to Administrative AgentLender which shall be in accordance with subsection 2.1C(i) and shall contain a certification by the officer executing such notice of the matters set forth in subsection 4.2B below. B. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (iv) The Interim Order or the Final Order, as the case may be, shall be in full force and effect and not stayed and, after giving effect to such Loans, the aggregate amount of Loans outstanding shall not exceed the amount approved in the Interim Order or the Final Order, as the case may be; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and; (vi) There shall not be pending or, to the knowledge of CompanyBorrowers, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries the Borrowers or any property of Company or any of its Subsidiaries the Borrowers that has not been disclosed by Company Borrowers in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite LendersLender, 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 transactions contemplated by this Agreement or the making of Loans hereunder; (vii) The amount of the proposed borrowing will not cause (a) the principal amount of the Borrowing Base Loans outstanding to exceed the lesser of (i) the Borrowing Base Loan Commitment and (ii) the Borrowing Base, in each case as of the date thereof of (b) the principal amount of the Overadvance Loans outstanding to exceed the Overadvance Loan Commitment as of the date thereof; or (c) if made prior to the entry of the Final Order, the principal amount of the Borrowing Base Loans and Overadvance Loans to exceed $35,000,000 in the aggregate; (viii) the proceeds of previous Loans have been applied only in accordance with an Approved Budget, unless otherwise consented to by Lender, and the proceeds of the requested Loans will be applied in accordance with the Approved Budget in effect; and (ix) if the proposed borrowing includes Overadvance Loans, after giving effect to such Borrowing, there shall be no unused availability to borrow additional Borrowing Base Loans under Section 2.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans (before as well as after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereof), the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The the outstanding balance of the Loans and Letters of Credit does not exceed the aggregate Commitments of the Lenders; (b) there shall exist no Default or Event of Default; (c) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe date of such Loans; (d) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties there shall have been true and correct in all material respects on and as of such earlier date; (ii) No event shall have occurred and be continuing no change which has had 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 and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and ; (e) there shall be no injunction action or proceeding instituted or pending before any court or other restraining order shall governmental authority or, to the knowledge of Borrower, threatened (1) which reasonably could be expected to have been issued and no hearing to cause an injunction a Material Adverse Effect, or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding (ii) seeking to enjoin prohibit or otherwise prevent the consummation ofrestrict one or more Credit Parties ownership or operation of any portion of its business or assets, or to recover compel one or more Credit Parties to dispose of or hold separate all or any damages portion of its businesses or obtain relief assets, where such portion or portions of such businesses or assets, as the case may be, constitute a result material portion of the total businesses or assets of the Consolidated Companies; (f) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (g) the transactions contemplated Administrative Agent shall have received such other documents, including, but not limited to a properly completed Notice of Borrowing, or legal opinions as the Administrative Agent or any Lender may reasonably request, all in, form and substance reasonably satisfactory to the Administrative Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 5.1 and 5.2 have been satisfied.

Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date any Extensions of Credit, convert or continue any Loan and/or the L/C Issuers to issue or extend any Letter of Credit 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, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any satisfaction of the above-described officers following conditions precedent on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Datethe relevant borrowing, conversion, continuation, issuance or extension date: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Interface contained herein herein, and in all representations and warranties by the other Loan Documents Borrowers contained herein, shall be true and correct in all material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that datethe relevant borrowing, conversion, continuation, issuance or extension date (except any representation and warranty which by its express terms relates to a specific date or period); (c) since the extent such representations and warranties specifically relate to an earlier datedate of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), in which case such representations and warranties there shall have been true and correct no changes which have had or could reasonably be expected to have, singly or in all material respects on and as of the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 7.07); (iid) 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 and the other Loan Documents provide there shall be performed no actions or satisfied by it on proceedings instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Companyany 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 that has not been disclosed by Company in writing and that is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would threatened which reasonably could be expected to have have, singly or in the aggregate, a Material Materially Adverse Effect; ; (e) the Loans to be made and no injunction the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Co-Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other restraining order governmental authority applicable to any of the Borrowers; and (f) the applicable Borrower shall have been issued given to the Co-Agents, in addition to its applicable notice of Borrowing, (i) written notice of its intent to use any proceeds of any Loan then being requested for the purchase or carrying of any "margin stock" (as defined in the Margin Regulations) and no hearing to cause an injunction (ii) written notice that the representation and warranty set forth in Section 6.07 is true and correct; and (g) the Co-Agents shall have received such other documents (including, without limitation, any necessary Federal Reserve Form U-1 or other restraining order similar form required by the Margin Regulations) or legal opinions as the Co-Agents or any Lender may reasonably request, all in form and substance reasonably satisfactory to be issued the Co-Agents. Each request for a Borrowing or a Letter of Credit and the acceptance by each Borrower of the proceeds thereof shall be pending constitute a representation and warranty by such Borrower, as of the relevant borrowing, conversion, continuation, issuance or noticed with respect to any actionextension date, suit or proceeding seeking to enjoin or otherwise prevent that the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderapplicable conditions specified in Sections 5.01 and 5.03 have been satisfied.

Conditions to All Loans. The obligations of Lenders to make 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, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer officer, the chief accounting officer, the treasurer or the controller assistant treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing 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 true, correct and correct 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 true, correct and correct complete in all material respects on and as of such earlier date; (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 and the other Loan Documents provide 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 governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the 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 disclosed by Company in writing and that is required to be so disclosed 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 disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would 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 transactions contemplated by this Agreement or the making of Loans hereunder.

Conditions to All Loans. The obligations At the time of Lenders the making of all Loans, including the initial Loans hereunder, (before as well as, after giving effect to make such Loans on each Funding Date are subject and to the proposed use of the proceeds thereon, the following further conditions precedent: A. Administrative Agent shall have received on been satisfied or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, signed by the chief executive officer, the chief financial officer or the controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. B. As of that Funding Dateshall exist: (ia) The there shall exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein and in the other Loan Documents shall be true and correct in all material Material respects on and as of that Funding Date to with the same extent effect as though such representations and warranties had been made on and as of that date, the date of such Loans except to the extent such representations and warranties specifically they expressly relate to an earlier datedate or have been updated to the extent permitted herein; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 5.14., in which case such representations and warranties there shall have been true and correct in all material respects on and as of no change which has had or is reasonably likely to have a Materially Adverse Effect (whether or not any notice with respect to such earlier datechange has been furnished to the Lenders pursuant to Section 6.7.); (iid) 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 and the other Loan Documents provide there shall be performed no action or satisfied by it on proceeding instituted or pending before that Funding Date; (iv) No order, judgment any court or decree of any court, arbitrator or other governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it, on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Companyany Executive Officer of 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 that has not been disclosed by Company in writing and that threatened (i) which is required to be so disclosed 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 opinion of Administrative Agent or of Requisite Lenders, would be expected reasonably likely to have a Material Materially 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 (ii) seeking to enjoin prohibit or otherwise prevent restrict one or more of the consummation ofConsolidated Companies' right to own or operate any portion of its business or Properties, or to recover compel one or more of the Borrower and its Consolidated Companies to dispose of or hold separate all or any damages portion of its businesses or obtain relief Properties, where such portion or portions of such business(es) or Properties, as the case may be, constitute a result Material portion of the total businesses or Properties, of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to any Consolidated Company; and (f) the transactions contemplated Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by this Agreement or Borrower of the making proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of the Loans hereundercomprising such Borrowing, that the applicable conditions specified in Sections 4. 1. and 4.2. have been satisfied.