Common use of Conditions to Funding Clause in Contracts

Conditions to Funding. (A) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Contract Price Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfied. (B) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (2) the other conditions set forth in Section 6.3 are satisfied. (C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).

Conditions to Funding. (A) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to German Contract Price Loans and Non-German Contract Price Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfied. (B) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (2) the other conditions set forth in Section 6.3 are satisfied. (C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).

Conditions to Funding. The obligations of the Incremental Lenders to make the Tranche C Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Administrative Agent (or, in the case of clause (ii) below, its counsel) shall have received (i) from the Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the Borrowing of the Tranche C Term Loans (A) The Lenders that complies with the requirements of Section 2.03 of the Credit Agreement (treating each reference in such Section to a “Tranche B Term Borrowing” as a reference to a Tranche C Term Borrowing for purposes of this paragraph) and (B) pursuant to which the Borrower agrees that the provisions of Section 2.16 of the Credit Agreement shall be obligated apply to make Advances on a Disbursement Date with respect any failure by the Borrower to Contract Price borrow the Tranche C Term Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date Incremental Effective Date and (ii) from each of the Borrower and the Incremental Lenders party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that is five Business Days prior to such Disbursement Date, party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and each Lender shall have received promptly thereafterthe Incremental Lenders and dated as of the Incremental Effective Date) (x) from of Ropes & Xxxx LLP, special counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfiedhereby requests such counsel to deliver such opinions. (Bc) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Amendment Transactions and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (and each Lender shall have received promptly thereafterd) from Borrower an appropriately completed Borrower Disbursement Certificate and On the Incremental Effective Date, (2i) the other conditions set forth in paragraphs (a) and (b) of Section 6.3 are satisfied. (C) The Lenders 4.02 of the Credit Agreement shall be obligated satisfied, (ii) immediately prior to make Advances and after giving effect to this Amendment and the making of the Tranche C Term Loans, on a Disbursement Date Pro Forma Basis, as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01 of the Credit Agreement, the Borrower shall be in compliance with respect to Hermes Guarantee Fee Loans ifthe covenants contained in Sections 6.12, 6.13 and only if, 6.14 of the Credit Agreement and (1iii) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) a certificate of a Financial Officer of the other Borrower, dated as of the Incremental Effective Date, confirming compliance with the conditions set forth in Section 6.3 are satisfied or clauses (2i) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, and (ii) of this paragraph (d). (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and each Lender disbursements of counsel) required to be reimbursed by any Loan Party hereunder or under any other Loan Document. (f) The Collateral Agent shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes amendments to pay, all or any portion each Mortgage securing the Obligations of the Hermes Guarantee FeesBorrower providing that the Tranche B Term Loans, which written notice Tranche C Term Loans and Revolving Loans shall be include secured by a request for an Advance in an amount equal to Lien on the Mortgaged Property that is the subject of such portion Mortgage, signed on behalf of the Hermes Guarantee Fees record owner of such Mortgaged Property. (provided that g) A Reaffirmation Agreement substantially in no the form of Exhibit A hereto (the “Reaffirmation Agreement”) shall have been executed and delivered by each party thereto. Notwithstanding the foregoing, the obligations of the Incremental Lenders to make Tranche C Term Loans shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on July 14, 2006 (and, in the event such conditions are not so satisfied, this Amendment shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfallterminate at such time).

Conditions to Funding. Section 5.1. The funding of the Incremental Amendment Xx. 0 Xxxx X Loans shall not occur until the date (Athe “Incremental Amendment No. 1 Funding Date”) The Lenders on which each of the following conditions shall be obligated to make Advances on a Disbursement satisfied (or waived) in accordance with the terms herein; provided that the Incremental Amendment No. 1 Funding Date with respect to Contract Price Loans if, and only if, (1) not shall occur no later than 10:00 a.m. New York time on the date that is five ten (10) Business Days prior to such Disbursement after the Incremental Amendment No. 1 Effective Date, unless otherwise mutually agreed between the Incremental Amendment No. 1 Term B Lender and the Borrower; provided further, that if the Incremental Amendment No. 1 Funding Date shall not have occurred by December 3, 2019, the Incremental Amendment No. 1 Term B Commitment shall be automatically terminated as of 5:00 p.m., New York City time, on such date: (i) The Specified Representations of the Borrower contained in Article V of the Credit Agreement shall be true and correct in all material respects as of the Incremental Amendment No. 1 Funding Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects 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 in all material respects (after giving effect to any qualification therein) on such respective dates. (ii) No Specified Event of Default shall have occured and be continuing or would result from the incurrence of Incremental Amendment No. 1 Term B Loans on the Incremental Amendment No. 1 Funding Date or the use of proceeds thereof. (iii) The Administrative Agent shall have received (and each Lender shall have received promptly thereafter) (x) from Borrower an appropriately a duly completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) Committed Loan Notice in a form reasonably acceptable to the other conditions set forth in Section 6.3 are satisfiedAdministrative Agent for the Incremental Amendment No. 1 Term B Loans to be borrowed on the Incremental Amendment No. 1 Funding Date. (Biv) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, The Administrative Agent shall have received a certificate, dated the Incremental Amendment No. 1 Funding Date, signed by a Responsible Officer of the Borrower on behalf of each Loan Party certifying that the conditions specified in clauses (and each Lender shall have received promptly thereafteri) from Borrower an appropriately completed Borrower Disbursement Certificate and (2ii) the other conditions set forth in of this Section 6.3 are 5.1 have been satisfied. (Cv) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received from Holdings’ chief financial officer or other officer with equivalent duties a certificate attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) after giving effect to the Integron Acquisition and each Lender the incurrence of the Incremental Amendment No. 1 Term B Loans on the Incremental Amendment No. 1 Effective Date. (vi) The Administrative Agent and the Incremental Amendment No. 1 Lead Arrangers shall have received promptly thereafterreceived, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or otherwise previously agreed to in writing to be paid (including any ticking fees and reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Incremental Amendment No. 1 Lead Arrangers), in each case, on or prior to the Incremental Amendment No. 1 Funding Date to the extent invoiced at least two (2) from Borrower an appropriately completed Borrower Disbursement Certificate Business Days prior to the Incremental Amendment No. 1 Funding Date. (vii) The Integron Acquisition shall be consummated pursuant to the Integron Acquisition Agreement in all material respects substantially concurrently with the Incremental Amendment No. 1 Funding Date. (i) (x) After giving effect to the Incremental Amendment No. 1 Term B Loans, the aggregate principal amount of any Incremental Facilities and any Incremental Equivalent Debt established on or prior to the Incremental Amendment No. 1 Funding Date shall not exceed the Incremental Cap and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on Borrower shall have delivered to the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice certificate signed by a Responsible Officer thereof certifying that Hermes Agent such condition has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall)been satisfied.

Conditions to Funding. The obligations of the Tranche B-2 Lenders to make the Tranche B-2 Loans hereunder are subject to the satisfaction of the following conditions precedent: (Aa) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Contract Price Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (i) from the Borrower, at or prior to the time required by Section 2.03 of the Term Loan Agreement, a Notice of Borrowing with respect to the Borrowing of the Tranche B-2 Loans and (ii) from the Borrower and each Lender Tranche B-2 Lender, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received promptly thereaftera customary written opinion (addressed to the Administrative Agent and the Tranche B-2 Lenders on the Tranche B-2 Incremental Effective Date and dated the Tranche B-2 Incremental Effective Date) (x) from of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, New York counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfiedhereby requests such counsel to deliver such opinion. (Bc) Subject The Borrower shall have paid to (i) the Lead Arranger and the Joint Bookrunning Managers in respect of the Tranche B-2 Incremental Amendment the fees in the amounts previously agreed in writing to be received on the Tranche B-2 Incremental Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) payable pursuant to Section 2.4, 9.05 of the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Term Loan Agreement for which invoices have been presented at least three Business Days prior to such Disbursement the Tranche B-2 Incremental Effective Date. (d) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (e) The Administrative Agent shall have received (1)(A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Lender shall have received promptly thereafter) such Credit Party as of a recent date from Borrower an appropriately completed Borrower Disbursement Certificate and such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Tranche B-2 Incremental Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other conditions set forth equivalent governing documents) of such Credit Party as in Section 6.3 are satisfied. effect on the Tranche B-2 Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (Cii) The Lenders shall be obligated below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Loan Documents to make Advances on which such Person is a Disbursement Date with respect to Hermes Guarantee Fee Loans ifparty and the borrowings hereunder, and only ifthat such resolutions have not been modified, rescinded or amended and are in full force and effect on the Tranche B-2 Incremental Effective Date, (1iii) (x) not later than 10:00 a.m. New York time on that the date that is five Business Days prior to such Disbursement Datecertificate or articles of incorporation, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion certificate of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).limited partnership,

Conditions to Funding. The obligations of the Lenders to honor the request for the borrowing hereunder shall be subject to the occurrence of the Effective Date and the satisfaction of the following conditions: (Aa) The Lenders Administrative Agent shall be obligated to make Advances on have received a Disbursement Date notice of borrowing from the Borrower with respect to Contract Price the borrowing of Loans ifhereunder on the Funding Date, and only if, which notice (1i) shall be delivered not later than 10:00 a.m. 12:00 noon, New York City time, three Business Days before the Funding Date, if any Eurodollar Borrowing is to be made on the Funding Date, or, otherwise, not later than 5:00 p.m., New York City time, one Business Day before the Funding Date, (ii) shall specify the aggregate amount of such requested Borrowing, the Type of such Borrowing and, in the case of any Eurodollar Borrowing, the initial Interest Period to be applicable thereto and (iii) the location and number of the Borrower’s account to which funds are to be disbursed. (b) The Borrower shall have given notice of prepayment of loans outstanding under the Existing Term Loan Agreement and shall have made arrangements reasonably satisfactory to the Administrative Agent for the prepayment of such loans with the proceeds of the Loans. (c) At the time and immediately after giving effect to the making of the Loans hereunder, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects. (d) At the time of and immediately after giving effect to the making of the Loans hereunder, no Default shall have occurred and be continuing. Notwithstanding the foregoing, the obligations of the Lenders to honor any request for borrowing hereunder shall cease to be effective, and the Commitments shall terminate, unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 pm, New York City time, on the date that is five Business Days prior after the Effective Date. The delivery by the Borrower of any notice of borrowing pursuant to such Disbursement Date, Administrative Agent paragraph (a) above shall have received be deemed to constitute a representation and warranty by the Borrower that the conditions specified in paragraphs (and each Lender shall have received promptly thereafterc) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (yd) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 above are satisfied. (B) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (2) the other conditions set forth in Section 6.3 are satisfied. (C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).

Conditions to Funding. (a) Lessor shall have no obligation to make the initial disbursement for the Acquisition Cost for any Equipment or any Disbursement Equipment unless each of the following conditions is fulfilled to the satisfaction of Lessor: (i) Lessor shall have received a written opinion of counsel to Lessee dated the date of such initial disbursement, in form and substance satisfactory to Lessor; (ii) Lessor shall have received: (1) a copy of Lessee's articles of incorporation, certified by the Secretary of State of the State of Ohio, no earlier than the tenth (10th) day prior to the date of such initial disbursement, and Code of Regulations accompanied by a Secretary's or Assistant Secretary's certificate, dated the date of such initial disbursement stating that such articles of incorporation and Code of Regulations are in full force and effect and have not been amended since the date thereof; (2) a certificate of good standing from the Secretary of State of the State of Ohio, dated no earlier than the tenth (10th) day prior to the applicable date, with respect to Lessee; and (3) a copy of resolutions of Lessee's board of directors authorizing the execution, delivery and performance by Lessee of this Lease and all other transactions herein contemplated and each of the documents, instruments and agreements required or contemplated hereby or thereby to which it is or will be a party, accompanied by a Secretary's or Assistant Secretary's certificate of Lessee dated such applicable date (A) The Lenders stating that each of such resolutions are in full force and effect and has not been amended since the date of their adoption and (B) certifying as to the incumbency and specimen signatures of the officers of Lessee, who are authorized to execute and deliver on behalf of Lessee this Lease and the documents, instruments and agreements contemplated hereby or thereby, as applicable; (iii) Lessor shall be obligated have received a certificate from the chief executive officer or chief financial officer of Lessee to make Advances the effect that the representations and warranties of Lessee contained herein and in any certificate of Lessee delivered pursuant hereto are true and correct on a Disbursement Date and as of such date with the same effect as though made on and as of such date and that no Default or Potential Default shall have occurred; (iv) Lessor shall have received certificates of insurance, loss payable endorsements and other evidence that Lessee has complied with the provisions of Section IX; (v) Lessor shall have received evidence satisfactory to it that appropriate instruments have been filed in all jurisdictions necessary to perfect properly the security interest in the Equipment and other Collateral created by this Lease including, without limitation, Section XVII(b) (including financing statements and fixture filings under the Uniform Commercial Code naming Lessee as debtor and naming B.W. Alloy, Ltd. as debtor), subject to no recorded Liens with respect to Contract Price Loans ifthe Equipment (other than those Liens created by Lessor) and such other collateral in such jurisdictions; (vi) Lessor shall have received an Agreement from the Tolexx-Xxxxx Xxxnty Port Authority and a Mortgagee's Agreement from National City Bank, as trustee, and only ifThe Prudential Life Insurance Company of America and a Mortgagee's Agreement from the Director of Development of the State of Ohio, which agreements, among other matters, waive any lien or security interest in the Equipment, all in form and substance satisfactory to Lessor; (1vii) Each of the applicable Documents shall have been executed and delivered and shall be in full force and effect according to its respective terms and all fees due and payable to Lessor have been paid; (viii) Lessor shall have received a signed Assignment of Purchase Orders in substantially the form of Exhibit 6 hereto (the "ASSIGNMENT OF PURCHASE ORDERS") from B.W. Alloy, Ltd. and Lessee; and (ix) Lessor shall have received such other documents, opinions, certificates and waivers, in form and substance satisfactory to Lessor, as Lessor may reasonably require. (b) Lessor shall have no obligation to make a disbursement for the Acquisition Cost for any item of Disbursement Equipment or Equipment unless the conditions set forth in (a) above and each of the following conditions is fulfilled to the satisfaction of Lessor: (i) No Default or Potential Default has occurred; (ii) All representations and warranties of Lessee are true and correct, including the representations and warranties set forth in the applicable Schedule, as of the date thereof as though made on that date, and there has been no Material adverse change in the financial condition, properties or business of Lessee; (iii) Such item constitutes part of the Equipment described on Exhibit 4 hereto, is free from damage and free of all Liens, other than any Lien specifically excepted in Section V(c); (iv) The disbursement date is not later than 10:00 a.m. New York time the Last Delivery Date, and if any part of that disbursement will constitute the final payment for an item of equipment that has been accepted by Lessee, Lessor has received a Certificate of Acceptance executed and delivered by Lessee relating to that equipment; (v) The Acquisition Cost of such item, when added to the aggregate Acquisition Cost of all other Disbursement Equipment and Equipment disbursed under this Agreement shall not exceed the Maximum Acquisition Cost; (vi) Lessor has received an appropriate Disbursement Schedule for such item of Disbursement Equipment, in form and substance satisfactory to Lessor, duly executed by Lessee, and which is covered by the fully signed Assignment of Purchase Orders, which assignment has been consented to by the Vendor of that Equipment in a form reasonably satisfactory to Lessor, together with a copy of the Purchase Order or Purchase Orders relating to that Disbursement Equipment; (vii) All licenses, registrations, permits, consents and approvals required by federal, state or local laws or by any governmental authority or instrumentality in connection with Lessor's ownership of, and the delivery, acquisition, installation, use and operation of, such Equipment or Disbursement Equipment that are receivable on the proposed date of disbursement and that is five are necessary at the stage of installation, use or operation of the Equipment on that date shall have been obtained to the satisfaction of Lessor, and Lessee knows of no reason why any permits, consents or approvals not receivable or not necessary on that date will not be issued when receivable and necessary; and (viii) Lessor shall have received a fully executed Disbursement Funding Notice in the form of Exhibit 5 (each being a "DISBURSEMENT FUNDING NOTICE") with respect to such Disbursement Equipment or Equipment not later than ten (10) Business Days prior to the proposed date of the disbursement with the amount to be disbursed in respect of any Disbursement Funding Notice not being less than one million dollars ($1,000,000); provided that (A) the day of the disbursement shall occur on a Business Day that is not later than the Last Delivery Date, and (B) such Disbursement Funding Notice shall specify the proposed date of the disbursement, the aggregate Acquisition Cost to be funded on such date and the list of Disbursement Equipment or Equipment to be funded by Lessor on such date, and is accompanied by invoices supporting the Acquisition Cost of the Disbursement Equipment or Equipment designated in such Disbursement Funding Notice. Lessor may not submit more than one (1) Disbursement Funding Notice during each calendar month. (c) On or prior to the Basic Term Commencement Date, Administrative Agent Lessor shall have received (and each Lender shall have received promptly thereafter) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) the other conditions set forth in Section 6.3 are satisfied. (B) Subject a written opinion of counsel to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on Lessee dated the date that is five Business Days prior to such Disbursement of the Basic Term Commencement Date, Administrative Agent shall have received (in form and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate substance reasonably satisfactory to Lessor and (2) at Lessee's expense, to the other conditions set forth effect that the Equipment Schedule dated as of that date has been executed and delivered by a duly authorized officer of Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in Section 6.3 are satisfiedaccordance with its terms. (C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) the other conditions set forth in Section 6.3 are satisfied or (2) not later than 10:00 a.m. New York time on the date that is three Business Days prior to such Disbursement Date, Administrative Agent shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall).

Conditions to Funding. (A) The Lenders This Incremental Joinder shall be obligated to make Advances on a Disbursement Date with respect to Contract Price Loans if, and only if, (1) not later than 10:00 a.m. New York time become effective on the date that is five Business Days prior hereof (the “Incremental Effective Date”), and the Initial Incremental Term Lender hereby agrees to such Disbursement Datemake the Incremental Term Loans when: (i) this Incremental Joinder shall have been executed and delivered by the Borrower, the Initial Incremental Term Lender and the Administrative Agent; (ii) the Administrative Agent shall have received (and each Lender a notice of the request for such Incremental Term Loan as required by Section 2.25 of the Credit Agreement, it being understood that such borrowing notice shall have received promptly thereafter) (x) from Borrower an appropriately completed Borrower Disbursement Certificate and (y) from Equipment Supplier an appropriately completed Equipment Supplier Disbursement Certificate, and (2) be consistent with the other conditions requirements set forth in Section 6.3 are satisfied.1; (Biii) Subject to Section 2.4, the Lenders shall be obligated to make Advances on a Disbursement Date with respect to Eligible Interest Loans if, and only if, (1) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated as of the date hereof certifying (a) that attached is a true and complete copy of the resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the Incremental Joinder, all documents executed in connection therewith and the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (b) as to the incumbency and specimen signature of each Lender officer executing the Incremental Joinder and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing such certificate; (iv) all fees and reasonable out-of-pocket costs and expenses of the Arranger (including all invoiced fees and expenses of counsel to the Arranger) required to be paid by the Borrower as separately agreed by the Borrower and Barclays Bank PLC (in such capacity, the “Arranger”) shall have been paid or reimbursed, as applicable, on or prior to the date hereof; (v) the Arranger, the Incremental Term Lenders and the Arrangers shall have received promptly thereafter(a) from an executed legal opinion of O’Melveny & Mxxxx LLP, New York and Delaware counsel to the Borrower an appropriately completed Borrower Disbursement Certificate and (2b) a solvency certificate from the chief financial officer of the Borrower certifying that the Borrower is Solvent as of the date hereof and after giving effect to the Incremental Term Loans and the use of proceeds therefrom (including the Distribution) in form and substance reasonably satisfactory to the Administrative Agent; and (vi) the other conditions set forth in Section 6.3 are satisfied. (C) The Lenders shall be obligated to make Advances on a Disbursement Date with respect to Hermes Guarantee Fee Loans if, and only if, (1) (x) not later than 10:00 a.m. New York time on the date that is five Business Days prior to such Disbursement Date, Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that (and each Lender shall have received promptly thereafter) from Borrower an appropriately completed Borrower Disbursement Certificate and (ya) the other conditions precedent set forth in Section 6.3 5.2 of the Credit Agreement shall have been satisfied both before and after giving effect to the extension of the Incremental Term Loans, (b) the representations and warranties in Section 5 of this Incremental Joinder are satisfied true and correct in all material respects as of the date hereof, (c) no Default or (2) not later than 10:00 a.m. New York time Event of Default shall exist on the date hereof before or after giving effect to the extension of the Incremental Term Loans; (d) the representations and warranties of Holdings, the Borrower and its Restricted Subsidiaries set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified as to materiality or Material Adverse Effect, it shall be true in all respects) on and as of the date hereof except to the extent that is three Business Days prior such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct as of such Disbursement Date, Administrative Agent earlier date and (e) the conditions to effectiveness of this Section 4 shall have received (and each Lender shall have received promptly thereafter) from Hermes Agent a written notice that Hermes Agent has paid, or wishes to pay, all or any portion of the Hermes Guarantee Fees, which written notice shall be include a request for an Advance in an amount equal to such portion of the Hermes Guarantee Fees (provided that in no event shall Hermes Agent request an Advance for payment by Hermes Agent of any Hermes Guarantee Fee Shortfall)been satisfied.