Common use of Further Conditions to Each Loan Clause in Contracts

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (bii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; or (b) (i) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the feet that such event or circumstance has occurred;; or (c) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that such Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then aggregate outstanding Swing Line Loan at such time, or (ii) the outstanding principal amount of the Revolving Loan to the applicable Borrower would exceed such Borrower’s separate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, to that Borrower; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line LoanLoan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by such Borrower of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. (a) Except as otherwise expressly provided herein, no Revolving Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect as of if such daterepresentation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such representation or warranty or representation is untrue or incorrect in any material respectas aforesaid; (bii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the and Requisite Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such event or circumstance has occurred; (ciii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or from the incurrence funding of any Letter of Credit Obligation)such Advance, and Agent or Requisite Revolving Lenders shall have determined not to make any such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation ) as a result of that Default or Event of Default; or (div) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Revolving Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the sum of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanLoan and the Reserves then in effect, or after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount less the sum of the then outstanding principal amount of the Revolving Loan and the Reserves then in effect. (b) Except as otherwise expressly provided herein, no Term Lender shall be obligated to fund the Term Loan if, as of the date thereof: (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Requisite Term Lenders have determined not to fund the Term Loan as a result of the fact that such representation or warranty is untrue or incorrect as aforesaid; (ii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof and Requisite Term Lenders have determined not to fund the Term Loan as a result of the fact that such event or circumstance has occurred; or (iii) any Default or Event of Default has occurred and is continuing and Requisite Term Lenders shall have determined not to fund the Term Loan as a result of that Default or Event of Default. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Term Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance or any Acquisition Loan Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance or such Acquisition Loan Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance or such Acquisition Loan Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance or Acquisition Loan Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance or Acquisition Loan Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or after giving effect to any Acquisition Loan Advance, the outstanding principal amount of the Acquisition Loans would exceed the Maximum Acquisition Loan Amount; or (e) Borrower shall have paid all Fees owing and payable to GE Capital, Agent and Lenders as of such date under this Agreement and the GE Capital Fee Letter. The request and acceptance by Borrower of the proceeds of any Advance or Acquisition Loan Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided hereinherein (including, without limitation, Section 1.1(a)(iii)), no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document to which a Credit Party is a party is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less Amount or (ii) the then outstanding principal amount of the Swing Line LoanRevolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, Amount less the then outstanding principal amount of the Swing Line Loan; or (e) Borrower shall have paid all Fees owing and payable to GE Capital, Agent and Lenders as of such date under this Agreement and the GE Capital Fee Letter. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or a BA Rate Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or BA Rate Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Agent or Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or BA Rate Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or BA Rate Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or BA Rate Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) (i) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;; or (c) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that such Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then aggregate outstanding Swing Line Loan at such time or (ii) the outstanding principal amount of the Revolving Loan to the applicable Borrower would exceed such Borrower’s separate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, to that Borrower; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line LoanLoan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by such Borrower of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance (i) having a Material Adverse Effect as set forth in clauses (c) or (d) of the definition thereof or (ii) which could reasonably be expected to result in costs, liabilities or damages, individually or in the aggregate, to any Credit Party or Credit Parties in an amount that would have caused the Fixed Charge Covenant Ratio Financial Covenant to have been breached if such event or occurrence had occurred and such costs, liabilities or damages had been paid on the first day of the Fiscal Quarter most recently ended or (iii) which results in an uninsured loss of tangible assets with a value in excess of $4,000,000 has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligations (other than the Overadvances)), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, Availability shall be less the then outstanding principal amount of the Swing Line Loan. than $5,000,000; The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) ----------- have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; (e) the outstanding principal balance of the aggregate Revolving Loan is not less than $ 8,000,000 unless prior to the proposed Advance, conversion or continuation, Borrowers have paid or otherwise escrowed with Agent all applicable mortgage recording taxes which Agent reasonably believes may result from Borrowers' failure to maintain such outstanding principal balance; or (f) the proceeds of any Advance, Loan or Letter of Credit Obligations are intended to be used by Borrowers to pay interest and principal with respect to Subordinated Debt (i) a Default or Event of Default has occurred and is continuing or would result after giving effect to such payments, and Borrowers collectively do not have Borrowing Availability of at least $20,000,000 after giving effect to such payments, or (ii) if a Default or Event of Default has occurred and is continuing, Borrowers' collectively do not have Borrowing Availability of at least $25,000,000, and (A) Agent provides Borrower Representative with written notice that such payments are no longer permitted, (B) any Event of Default has occurred and is continuing under Section 8.1(a), (C) any Credit Party fails or neglects to perform, keep or observe any of the provisions set forth in Section 1.4 or Annex C, or (D) the aggregate principal amount outstanding in Preferred Stock, Subordinated Debt and notes outstanding under the Milford Note Program is less than Four Hundred and Forty Million Dollars ($440,000,000). The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect as of if such daterepresentation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Revolving Credit Advance or incur such any Letter of Credit Obligation as a result of the fact that such representation or warranty or representation is untrue or incorrect in any material respectas aforesaid; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, Revolving Credit Advance or convert or continue any Revolving Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, Revolving Credit Advance or convert or continue any Revolving Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, Revolving Credit Advance or convert or continue any Revolving Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Revolving Credit Obligation)Advance, and Agent or Requisite Lenders shall have determined not to make any Advance, Revolving Credit Advance or convert or continue any Revolving Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Revolving Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Revolving Credit Obligations Advance or the conversion or continuation of any Revolving Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationAdditional Term Loans, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date (or as if made on such date), except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any an Additional Term Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof which has had a Material Adverse Effect as determined by the Requisite Lenders and Agent or the Requisite Lenders have determined not to make such Advance, convert or continue any an Additional Term Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Additional Term Loan, and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Additional Term Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Additional Term Loan, the outstanding principal amount of the aggregate Revolving Loan Loans would exceed the lesser Maximum Amount. (e) Agent shall not have received: (i) evidence that all applicable mortgage recording taxes and similar taxes in connection with each Mortgage securing the Loans, including, without limitation, the applicable Additional Term Loan, have been paid and a supplement to each such Mortgage (signed by the Mortgagor) acknowledging the funding of such Additional Term Loan (and otherwise in form and substance reasonably acceptable to Agent); (ii) evidence that such Mortgage is not subject to any Liens except those specified as exceptions in Agent’s title insurance policy insuring such Mortgage as of the Borrowing Base Closing Date and the Maximum Amountother Permitted Encumbrances of a type, in each casean amount and in form and substance substantially similar to such exceptions in such title insurance policy (however, less if such Mortgage is subject to any other Lien, Agent may, in its reasonable discretion, accept such Lien provided Agent receives title insurance policy omitting such Lien or showing such Lien as subordinate or affirmative insurance against such Lien); or (iii) an endorsement to such title insurance policy in form and substance reasonably acceptable to Agent providing for, among other things, (y) an increase of the then outstanding principal amount of such policy by the amount of the Swing Line applicable Additional Term Loan and (z) an amendment of the date of such policy to the date of the advance of the applicable Additional Term Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Additional Term Loans shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Revolving Credit Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Agent or Requisite Acquisition Lenders have determined not to make such Acquisition Loan or convert or continue any Acquisition Loan as LIBOR Loan as a result of the fact that such warranty or representation is untrue or incorrect; (c) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Revolving Credit Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (cd) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Acquisition Lenders, and Agent or Requisite Acquisition Lenders have determined not to make such Acquisition Loan or convert or continue any Acquisition Loan as a LIBOR Loan as a result of the fact that such event or circumstance has occurred; (e) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Revolving Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Revolving Credit Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (df) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Acquisition Loan, and Agent or Requisite Acquisition Lenders shall have determined not to make any Acquisition Loans or convert or continue any Acquisition Loan as a LIBOR Loan as a result of that Default or Event of Default; or (g) after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Revolving Loan Commitment Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;Lenders; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit ObligationObligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, LESS, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base LESS the outstanding principal amount of the Swing Line Loan to that Borrower; or (e) After giving effect to any Swing Line Advance, (i) the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability, or (ii) the outstanding principal amount of the Swing Line Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base LESS the outstanding principal amount of the Revolving Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in SECTION 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Revolving Credit Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Agent or Requisite Acquisition Lenders have determined not to make such Acquisition Loan as a result of the fact that such warranty or representation is untrue or incorrect; (c) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Revolving Credit Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (cd) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Acquisition Lenders, and Agent or Requisite Acquisition Lenders have determined not to make such Acquisition Loan as a result of the fact that such event or circumstance has occurred; (e) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Revolving Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Revolving Credit Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (df) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Acquisition Loan, and Agent or Requisite Acquisition Lenders shall have determined not to make any Acquisition Loans as a result of that Default or Event of Default; or (g) after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Revolving Loan Commitment Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is (subject to any materiality or other qualifiers contained in such representation or warranty) untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement (including to the extent a supplement to a disclosure contained in the Disclosure Document is to be supplied to Administrative Agent when and as required under the Loan Documents and Requisite Lenders under Section 5.6(a)), and Administrative Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred and is continuing since the date hereof as reasonably determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Lenders shall have determined not to make any Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default Default, which is not reasonably capable of being cured, or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanAvailability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Administrative Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated not prohibited by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;hereof; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit ObligationObligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and Administrative Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan less 65% of the Eligible Trade L/C Obligations would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, (ii) the aggregate Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan, or (iii) the outstanding principal amount of the Revolving Loan of the applicable Borrower less 65% of the Eligible Trade L/C Obligations of such Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to such Borrower. (e) After giving effect to any Swing Line Advance, (i) the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability, or (ii) the outstanding principal amount of the Swing Line Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Revolving Loan to that Borrower minus 65% of the Eligible Trade L/C Obligations of such Borrower. The request and acceptance by any Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Administrative Agent's Liens, Liens on behalf of itself itself, the other Agent and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan Loans would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and the Applicable Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof Closing Date as determined by the Requisite Revolving Lenders and the Applicable Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and the Applicable Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance made to the Applicable Borrower (or the incurrence of any Letter of Credit Obligations), (i) in the case of an Advance to US Borrowers, the outstanding principal amount of the aggregate US Revolving Loan and the outstanding principal amount of the Swing Line Loan would exceed the lesser of the US Borrowing Base and the US Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) in the case of an Advance to UK Borrower, the outstanding principal amount of the UK Revolving Loan would exceed such UK Borrowing Base. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by US Borrowers and Term Borrower of the cross-guaranty provisions set forth in Section 12 and (iii) a reaffirmation by Borrowers of the granting and continuance of the Applicable Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Agent or Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, Obligation if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation or release funds from the Australian Blocked Account and/or the UK Collection Accounts as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation or release funds from the Australian Blocked Account and/or the UK Collection Accounts as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any for an Advance, the incurrence issuance of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount; or (e) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), Borrower and its Subsidiaries on a consolidated basis shall have (i) a Senior Leverage Ratio not in excess of 2.0 to 1.0, and (ii) a Total Leverage Ratio not in excess of 2.5 to 1.0, in each case, less calculated using EBITDA for the then outstanding principal amount twelve Fiscal Month period ended at the end of Fiscal Month for which financial statements have most recently been required to delivered to Agent pursuant to paragraph (a) of Annex E prior to the Swing Line Loandate of ------- such Advance (or the incurrence of any Letter of Credit Obligations). The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a ----------- reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agreement, unless Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of in their sole discretion notwithstanding the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), unless Agent and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that in their sole discretion notwithstanding such Default or Event of Default; (c) any event or circumstance having a Material Adverse Effect shall have occurred since the date hereof; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date of such request or acceptance thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and satisfied, (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and (iii) a reaffirmation by Borrowers of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue Advance (excluding conversions of any Loan as a LIBOR Loan into an Index Rate Loan) or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Credit Loan Document is untrue or incorrect as of the Closing Date or untrue or incorrect in any material respect as of such any other date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Administrative Agent or Requisite the Majority Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite the Majority Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)) and the use of the proceeds thereof, the outstanding principal amount of (i) in the aggregate case of Revolving Credit Advances, Swing Line Advances or Revolving Loan Letter of Credit Obligations, the sum of Loans would exceed the lesser of the Borrowing Base and the Maximum Amount, (ii) in each casethe case of Synthetic Loan Letter of Credit Obligations, less the then outstanding principal Synthetic Loan Letter of Credit Obligations would exceed the aggregate amount of Synthetic Loan Credit-Linked Deposits, (iii) in the case of Letter of Credit Obligations, the L/C Sublimit and (iv) in the case of Swing Line Advances, the Swing Line LoanCommitment. The request and acceptance by Borrower of the proceeds of any Advance, Advance or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Administrative Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Loan Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such AdvanceLoan, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, Loan or convert or continue any the Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;. (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Loan, and Agent or Requisite Lenders shall have determined not to make any Advance, the Loan or convert or continue any the Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Loan or the conversion or continuation of any the Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) (i) any event "Default" or circumstance having a Material Adverse Effect "Event of Default" has occurred since and is continuing under and as defined in the date hereof as determined by the Requisite Lenders and Agent Canadian Credit Agreement, or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (cii) any Default or Event of Default has occurred and is continuing or would result hereunder after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that "Default" or "Event of Default" under the Canadian Credit Agreement or that Default or Event of DefaultDefault hereunder; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of (i) the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, and (ii) the Maximum Amount less the sum of then outstanding principal amount of the Swing Line Loan, Canadian Revolving Loan and Canadian Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in SECTION 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan), or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof December 31, 2004 as determined by the Agent, Majority Lenders, US Requisite Revolving Lenders, European Requisite Revolving Lenders or Requisite Lenders and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan), or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan), or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan such Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate US Revolving Loan would exceed the lesser of the Borrowing Base and the US Maximum Amount, in each case, less the then outstanding principal amount of the US Swing Line Loan, or (ii) the outstanding principal amount of the aggregate European Revolving Loan would exceed the European Maximum Amount, in each case, less the then outstanding principal amount of the European Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, Advance or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Credit Parties of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (cii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; orand (diii) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less (ii) the then outstanding principal amount of aggregate A/R Revolving Credit Advances would exceed the Swing Line LoanAggregate A/R Borrowing Base, or (iii) the outstanding principal amount of aggregate Inventory Revolving Credit Advances would exceed the lesser of $25,000,000 and the Aggregate Inventory Borrowing Base. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance (i) having a Material Adverse Effect as set forth in clauses (c) or (d) of the definition thereof or (ii) which could reasonably be expected to result in costs, liabilities or damages, individually or in the aggregate, to any Credit Party or Credit Parties in an amount that would have caused any of the Financial Covenants to have been breached if such event or occurrence had occurred and such costs, liabilities or damages had been paid on the first day of the Fiscal Quarter most recently ended or (iii) which results in an uninsured loss of tangible assets with a value in excess of $4,000,000 has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;; or (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, in any material respect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent, Revolving Credit Agent (or L/C Issuer with respect to Letters of Credit) or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower Borrowers of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in SECTION 12 and of the granting and continuance of Agent's Liens, on behalf of itself itself, Revolving Credit Agent and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having which reasonably could have a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;Floor Plan Lenders; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan, or (ii) a Default shall have occurred and be continuing or the incurrence of would result after giving effect to any Letter of Credit Obligation)Loan, and Agent or Requisite Floor Plan Lenders shall have determined not to make any Advance, convert or continue any Loan so long as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Defaultis continuing; or (d) after Agent shall not have received a fully executed original of a pay-off letter satisfactory to Agent confirming that all of the relevant Prior Lender Obligations will be repaid in full from the proceeds of the relevant Floor Plan Advance and all Liens upon any of the property of the relevant Borrowers or any of their Subsidiaries in favor of such Prior Lender shall be terminated by such Prior Lender immediately upon such payment; or (e) After giving effect to any Advance (or the incurrence proceeds of any Letter of Credit Obligations)which will be utilized to effect a Permitted Acquisition, the outstanding principal amount of conditions precedent set forth in Section 6.1 shall not have been satisfied in accordance with the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loanterms thereof. The request and acceptance by Borrower or on behalf of the Borrowers and Specified Borrowers of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Loan or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower Borrowers and Specified Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers and Specified Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders shall have determined not to make such AdvanceLoan, convert or continue any such Loan as a LIBOR Loan Loan, or incur such Letter of Credit Obligation as a result of due to the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined in good faith by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;Revolving Lenders; or (c) any Any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance (Loan or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advancesuch Loan, convert or continue any such Loan as a LIBOR Loan Loan, or incur any such Letter of Credit Obligation as a result on the basis of that such Default or Event of Default; or; (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, less, in each case, less the then outstanding principal amount of the Swing Line Loan; or (e) After giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any representation or warranty by any Credit Party Borrower contained herein or in any other Loan Document is (subject to any materiality or other qualifiers contained in such representation or warranty) untrue or incorrect in any material respect respects as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement (including to the extent a supplement to a disclosure contained in the Disclosure Document is to be supplied to Agent when and as required under the Loan Documents and Requisite Lenders under Section 5.6), and Administrative Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred and is continuing since the date hereof as reasonably determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default Default, which is not reasonably capable of being cured, or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanAvailability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. (a) Except as otherwise expressly provided herein, no Revolving Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect as of if such daterepresentation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such representation or warranty or representation is untrue or incorrect in any material respectas aforesaid; (bii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the and Requisite Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such event or circumstance has occurred; (ciii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or from the incurrence funding of any Letter of Credit Obligation)such Advance, and Agent or Requisite Revolving Lenders shall have determined not to make any such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation ) as a result of that Default or Event of Default; or (div) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the sum of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. Loan and the Reserves then in effect, or after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount less the sum of the then outstanding principal amount of the Revolving Loan and the Reserves then in effect. (b) [Intentionally Omitted.] The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Term Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue (on or after the expiration of the LIBOR Period therefor) any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders shall have determined (and so notified Borrower) not to make such AdvanceLoan, convert or continue any Loan as LIBOR Loan (on or incur such Letter of Credit Obligation as a result after the expiration of the fact that LIBOR Period therefor) such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of due to the fact that such warranty or representation is untrue or incorrect; or (b) Any event or circumstance has occurred;having a Material Adverse Effect shall have occurred since the date hereof as determined by the Requisite Lenders; or (c) any Any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance (Loan or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advancesuch Loan, convert or continue any such Loan as a LIBOR Loan Loan, or incur any such Letter of Credit Obligation as a result on the basis of that such Default or Event of Default; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, less, ---- in each case, less the then outstanding principal amount of the Swing Line Loan; or (e) After giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) ----------- have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party the Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;hereof; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan, or (ii) a Default shall have occurred and be continuing or the incurrence of would result after giving effect to any Letter of Credit Obligation)Loan, and Administrative Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan so long as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of Maximum Amount less all then outstanding principal under the Borrowing Base Swing Line Loan and the Maximum Amountaggregate face amount of all then outstanding Letters of Credit; or (e) After giving effect to any Swing Line Advance, in each case, less the then outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. Additionally, after the Closing Date no Lender shall be obligated to fund any Loan, or convert or continue any Loan as a LIBOR Loan, unless, within five (5) Business Days after the Closing Date, Borrower shall have entered into an Interest Rate Protection Agreement with the Administrative Agent, a Lender, or one of their Affiliates fixing the interest rate with respect to all or a portion of the principal amount of the Term Loan upon such terms and conditions as are acceptable to the Administrative Agent, such Lender, or such Affiliate, as the case may be, and Borrower. The request and acceptance by the Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) 3.2 have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Administrative Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) (i) any event or circumstance having a Material Adverse Effect has occurred since the date hereof Closing Date as determined by the Requisite Lenders and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;; or (ci) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that such Default or Event of Default; or (d) except as provided in Section 1.1(a)(iv), after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then aggregate outstanding Swing Line Loan at such time or (ii) the outstanding principal amount of the Revolving Loan to the applicable Borrower would exceed such Borrower’s separate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, to that Borrower; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line LoanLoan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by such Borrower of the cross-guaranty provisions set forth in the Guaranty and Security Agreement and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. (a) Except as otherwise expressly provided herein, no Revolving Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect as of if such daterepresentation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such representation or warranty or representation is untrue or incorrect in any material respectas aforesaid; (bii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the and Requisite Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such event or circumstance has occurred; (ciii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or from the incurrence funding of any Letter of Credit Obligation)such Advance, and Agent or Requisite Revolving Lenders shall have determined not to make any such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation ) as a result of that Default or Event of Default; or (div) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the sum of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. Loan and the Reserves then in effect, or after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount less the sum of the then outstanding principal amount of the Revolving Loan and the Reserves then in effect. (b) [Intentionally Omitted.] The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Advance shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;Revolving Lenders; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and Agent or Requisite Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation so long as that Default is continuing; or (d) After giving effect to any Advance or the incurrence of any Letter of Credit Obligations, (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, less, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to that Borrower; or (e) After giving effect to any Swing Line Advance, (i) the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability, or (ii) the outstanding principal amount of the Swing Line Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Revolving Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any Advance, Loan or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, make the Delayed Draw Term Loan after the Closing Date, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or, as applicable, Requisite Revolving Lenders or Requisite Term Lenders have determined not to make such AdvanceAdvance or the Delayed Draw Term Loan, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as reasonably determined by the Requisite Revolving Lenders or Requisite Term Lenders, as applicable, and Agent or Requisite Revolving Lenders or Requisite Term Lenders, as applicable, have determined not to make such AdvanceAdvance or the Delayed Draw Term Loan, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)) or the making of the Delayed Draw Term Loan, and Agent or, as applicable, Requisite Revolving Lenders or Requisite Term Lenders shall have determined not to make any AdvanceAdvance or the Delayed Draw Term Loan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan Loans would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the making of the Delayed Draw Term Loan after the Closing Date or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement; and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such representation or warranty is untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has occurredoccurred since the date hereof as determined by Requisite Lenders and Agent; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (Loan or the incurrence of any Letter of Credit Obligation), Obligation and Agent or Requisite Lenders shall have determined not to make any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that such Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, case less the then outstanding principal amount of the Swing Line Loan; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) (A) with respect to Revolving Loans, Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; or (bB) any event or circumstance having a Material Adverse Effect has occurred since with respect to the date hereof as determined by the Requisite Lenders and Tranche B Loan, Agent or Requisite Tranche B Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event warranty or circumstance has occurredrepresentation is untrue or incorrect; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) (A) with respect to Revolving Loans, Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default or (B) with respect to the Tranche B Loan, Agent or Requisite Tranche B Lenders shall have determined not to convert or continue any Loan as a LIBOR Loan as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. , The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that none of the conditions described in clauses (a)(i), (b)(i) or (c) of this Section 2.2 (other that any such conditions that exist and are subject to Agent's and/or Lenders' sole determination or control) have been satisfied continuing and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base Aggregate Availability and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; or (e) Borrower shall have paid all Fees owing and payable to GE Capital, Agent and Lenders as of such date under this Agreement and the GE Capital Fee Letter. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date (or as if made on such date), except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof which has had a Material Adverse Effect as determined by the Requisite Revolving Lenders and Agent or the Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (d) subject at all times to the provisions of Section 5.15, prior to giving effect to a request for any proposed Advance, the aggregate outstanding principal amount of the Revolving Loan shall not be less than the Minimum Outstanding Revolving Loan Balance; or (de) after giving effect to any Advance other than any Protective Overadvances (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would not exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less than the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;hereof; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit ObligationObligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and (A) Agent or Requisite Lenders, or (B) in the event of a Default which would under Section 8.2(a)(ii) provide the Tranche B Revolving Lenders with the right to suspend their obligation to make Tranche B Revolving Credit Advances, Requisite Tranche B Lenders, shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as a result of that Default is continuing; or Event of Default; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Tranche A Revolving Loan would exceed the lesser of (i) the Tranche A Borrowing Base and the Maximum Tranche A Amount, less, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower , less the sum of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the outstanding principal amount of the granting Tranche B Revolving Loan would exceed the lesser of the Tranche B Borrowing Base and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.Maximum Tranche B Amount; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance, converting or continuing any US Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance, converting or continuing any European Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan), or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Agent, Majority Lenders, US Requisite Revolving Lenders, European Requisite Revolving Lenders or Requisite Lenders and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance, converting or continuing any US Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance, converting or continuing any European Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan), or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent Agent, Majority Lenders, US Requisite Revolving Lenders (with respect to any US Revolving Credit Advance, converting or continuing any US Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of US Borrower), European Requisite Revolving Lenders (with respect to any European Revolving Credit Advance, converting or continuing any European Revolving Loan as a LIBOR Loan or incurring any Letter of Credit Obligation on behalf of European Borrower), Requisite Term Lenders (with respect to any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan), or Requisite Lenders shall have determined not to make any such Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate US Revolving Loan would exceed the lesser of the Borrowing Base and the US Maximum Amount, in each case, less the then outstanding principal amount of the US Swing Line Loan, or (ii) the outstanding principal amount of the aggregate European Revolving Loan would exceed the European Maximum Amount, in each case, less the then outstanding principal amount of the European Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Credit Parties of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party Borrower contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as reasonably determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or BA Rate Loan (as applicable), or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or BA Rate Loan (as the case may be) or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate First Funded Revolving Loan would exceed the First Funded Revolver Borrowing Availability as of such date of determination, or (ii) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Revolver Borrowing Availability as of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount such date of the Swing Line Loandetermination. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or BA Rate Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), Parent shall not be in violation of any maximum Indebtedness covenant applicable to the Series B Preferred Stock. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan Loans would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, Advance or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less Amount or (ii) the then outstanding principal amount of the Swing Line LoanRevolving Loan of the applicable Borrower would exceed such Borrower’s separate Borrowing Base. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation Loan, as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligation), the outstanding principal amount of the aggregate applicable Revolving Loan would exceed the lesser of (i) the applicable Borrowing Base plus any amounts permitted to be borrowed under the Cdn. Seasonal Facility or the US Seasonal Facility, as applicable, and (ii) the applicable Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Obligation or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the applicable Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Borrowers of the granting and continuance of Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of Borrowing Availability, the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal aggregate amount of the Swing Line LoanRevolving Loan would exceed the Revolving Loan Commitments or the outstanding face amount of Letters of Credit would exceed the L/C Sublimit, as the case may be. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documentssatisfied.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation Loan, as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligation), the outstanding principal amount of the aggregate applicable Revolving Loan would exceed the lesser of (i) the applicable Borrowing Base plus any amounts permitted to be borrowed under the Cdn. Seasonal Facility or the US Seasonal Facility, as applicable, and (ii) the applicable Maximum Amount, in each case, less the then outstanding principal amount of the applicable Swing Line Loan; or (d) after giving effect to any Advance and the uses of the proceeds thereof to be funded within five (5) Business Days, the Credit Parties’ cash and Cash Equivalents would exceed $5,000,000. The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Obligation or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the applicable Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Borrowers of the granting and continuance of Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligation), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding aggregate principal amount of the aggregate then outstanding Revolving Loan Loans would exceed the lesser of (x) the Aggregate Borrowing Base and (y) the Maximum Amount or (ii) if there is more than one Borrower, the outstanding principal amount of the aggregate Revolving Loan of the applicable Borrower would exceed the lesser of the such Borrower’s separate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanBase. The request and acceptance by any Borrower of the proceeds of any Advance, or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance (i) having a Material Adverse Effect as set forth in clauses (c) or (d) of the definition thereof or (ii) which could reasonably be expected to result in costs, liabilities or damages, individually or in the aggregate, to any Credit Party or Credit Parties in an amount that would have caused the Fixed Charge Covenant Ratio Financial Covenant to have been breached if such event or occurrence had occurred and such costs, liabilities or damages had been paid on the first day of the Fiscal Quarter most recently ended or (iii) which results in an uninsured loss of tangible assets with a value in excess of $4,000,000 has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any U.S. Revolving Credit Advance (or the incurrence of any Letter of Credit ObligationsObligations (other than the Overadvances)) or after giving effect to any Schaublin Revolving Credit Advance, U.S. Borrowing Availability or Schaublin Borrowing Availability shall be less than the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanApplicable Availability Block. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur issue any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Loan Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect (or untrue or incorrect in any respect if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such date, date (except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement) and in any case Administrative Agent or Requisite Lenders shall have determined not to make such Advance, convert (or continue permit to be made) any Loan as LIBOR Loan or incur such (or permit to be issued) any Letter of Credit Obligation so long as a result of the fact that such representation or warranty or representation is remains untrue or incorrect in any material respect;incorrect; or (bi) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit Obligation), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and in either case Administrative Agent or the Requisite Lenders shall have determined not to make (or permit to be made) any Loan or incur (or permit to be incurred) any Letter of Credit Obligation so long as that Event of Default or Default is continuing; or (c) To the extent such request is for an Advance or the incurrence of any Letter of Credit Obligation, the amount of such requested Advance or incurrence of a Letter of Credit Obligation shall cause the aggregate principal amount of outstanding Advances to exceed the Borrowing Availability under Section 2.1(a) and in any case Administrative Agent or Requisite Lenders shall have determined not to make (or permit to be made) any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur (or permit to be incurred) any Letter of Credit Obligation so long as a result of that Default or Event of Defaultthe Borrowing Availability is exceeded; or (d) after giving effect to any To the extent such request is for an Advance (or the incurrence issuance of any Letter of Credit ObligationsCredit, the Loan Parties are not in compliance on a pro forma basis with the financial covenants set forth in Section 7.10 (or, with respect to periods prior to the first test date under Section 7.10, the testing period ending immediately after the date of such requested Advance or issuance of Letter of Credit), recomputed for the outstanding principal amount most recent Fiscal Quarter for which financial statements have been delivered to Administrative Agent and Lenders pursuant to the terms of this Agreement and in any case Administrative Agent or Requisite Lenders shall have determined not to make (or permit to be made) any Advance or issue (or permit to be issued) any Letter of Credit so long as the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, Parties are not in each case, less the then outstanding principal amount of the Swing Line Loansuch pro forma covenant compliance. The request and acceptance by Borrower of the proceeds of any Advance, Loan and the incurrence issuance of any Letter of Credit Obligations or Credit, as the conversion or continuation of any Loan intocase may be, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) 3.4 have been satisfied and (ii) a reaffirmation by Borrower each Loan Party of the cross-guaranty provisions set forth in Article XIII and of the granting and continuance of Administrative Agent's ’s Liens, on behalf of itself and Lendersthe other Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Term Loan A as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Term Loan A as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) (i) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Term Loan A as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Term Loan A into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that (x) the Term Loan B has been repaid in full and (y) the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan Advance as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any other Loan Document is shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) any Any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event warranty or circumstance has occurred;representation is untrue or incorrect; or (c) any Any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, make, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided exxxxxxxx xxxvided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) 1. any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) 2. any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation Loan, as a result of that Default or Event of Default; or (d) 3. after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligation), the outstanding principal amount of the aggregate applicable Revolving Loan would exceed the lesser of (i) the applicable Borrowing Base plus any amounts permitted to be borrowed under the Cdn. Seasonal Facility or the US Seasonal Facility, as applicable, and (ii) the applicable Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Obligation or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the applicable Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Borrowers of the granting and continuance of Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Revolving Loan as a LIBOR Loan or incur or reinstate any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Administrative Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Administrative Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Revolving Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Revolving Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan Borrower would exceed the lesser of not be in compliance with the Borrowing Base Availability requirements contained in paragraphs (c) and the Maximum Amount, in each case, less the then outstanding principal amount (d) of the Swing Line Loan. Annex G. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Revolving Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of the Liens of the Collateral Agent or the Inventory and Receivables Security Agent's Liens, on behalf as applicable, in favor of itself the Agents and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders (or Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan) have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders (or Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan) have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders (or Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan) shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the then outstanding principal amount of the Swing Line Loan and the Export-Related Loan, (ii) the outstanding principal amount of the aggregate Revolving Credit Advances would exceed the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (iii) the outstanding principal amount of the Export-Related Loan would exceed the lesser of the Export-Related Borrowing Availability and the Export-Related Loan Commitment. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate European Revolving Loan would exceed the lesser of the Borrowing Base and the European Maximum Amount, in each case, less the then outstanding principal amount of the European Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Credit Parties of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Term Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and (ii) Agent or Requisite Term Lenders have determined not to make such Advance, convert Term Loan Advance (or continue the Agent or Requisite L/C Lenders shall have determined not to incur any Loan as LIBOR Loan or incur such Letter of Credit Obligation Obligation) as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Term Loan Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Term Lenders shall have determined not to make any Advance, convert or continue any Term Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (c) after giving effect to any Term Loan Advance, the outstanding principal amount of the Term Loans would exceed the Maximum Term Loan Amount; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Term Loan Advance, the outstanding principal amount of the aggregate Revolving Term Loan Advances with respect to any Eligible Reduction Contract would exceed the lesser Eligible Reduction Contract Amount; or (e) after giving effect to any Letter of Credit Obligation, the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanLetter of Credit Obligations would exceed the Letter of Credit Commitment of all L/C Lenders. The request and acceptance by Borrower of the proceeds of any Term Loan Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect incorrect; provided, however, that, with respect to the Loans and Letter of Credit Obligations incurred on the Closing Date, each reference to a “Material Adverse Effect” in any material respectrepresentation or warranty shall be deemed to refer to a “Closing Material Adverse Effect”; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Tranche A Revolving Loan and Tranche B Revolving Loan would exceed the lesser of (i) the Aggregate Borrowing Base and (ii) the sum of the Tranche A Maximum Amount and the Tranche B Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement; and Agent or Requisite Revolving Lenders shall have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such any Letter of Credit Obligation so long as a result of the fact that such representation or warranty or representation is continues to be untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurredRevolving Lenders; (c) any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Loan or the incurrence of any Letter of Credit Obligations, and Agent or Requisite Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation so long as such Default or Event of Default is continuing; (d) except to the extent that Agent has elected to make Overadvances pursuant to SECTION 1.1(a)(iii), after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (di) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, case less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base LESS the outstanding principal amount of the Swing Line Loan to that Borrower; or (e) after giving effect to any Swing Line Advance, (i) the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability, or (ii) the outstanding principal amount of the Swing Line Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Revolving Loan to such Borrower. The request and acceptance by any Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in SECTION 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party the Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;hereof; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan, or (ii) a Default shall have occurred and be continuing or the incurrence of would result after giving effect to any Letter of Credit Obligation)Loan, and Administrative Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan so long as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of Maximum Amount less all then outstanding principal under the Borrowing Base Swing Line Loan and the Maximum Amountaggregate face amount of all then outstanding Letters of Credit; or (e) After giving effect to any Swing Line Advance, in each case, less the then outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. Additionally, after the Closing Date no Lender shall be obligated to fund any Loan, or convert or continue any Loan as a LIBOR Loan, unless, within five (5) Business Days after the Closing Date, Borrower shall have entered into an Interest Rate Protection Agreement with the Administrative Agent, a Lender, or one of their Affiliates fixing the interest rate with respect to all or a portion of the principal amount of the Term Loan upon such terms and conditions as are acceptable to the Administrative Agent, such Lender, or such Affiliate, as the case may be, and Borrower. The request and acceptance by the Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) 3.2 have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Administrative Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and (ii) Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation Loan, as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligation), the outstanding principal amount of the aggregate applicable Revolving Loan would exceed the lesser of (i) the applicable Borrowing Base plus any amounts permitted to be borrowed under the Cdn. Seasonal Facility or the US Seasonal Facility, as applicable, and (ii) the applicable Maximum Amount, in each case, less the then outstanding principal amount of the applicable Swing Line Loan; or (d) after giving effect to any Advance and the contemporaneous uses of the proceeds thereof, the Credit Parties’ cash and Cash Equivalents would exceed $5,000,000. The request and acceptance by a Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Obligation or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the applicable Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower the Borrowers of the granting and continuance of Agent's Liens, on behalf of itself and Lendersthe Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance (i) having a Material Adverse Effect as set forth in clauses (c) or (d) of the definition thereof or (ii) which could reasonably be expected to result in costs, liabilities or damages, individually or in the aggregate, to any Credit Party or Credit Parties in an amount that would have caused the Fixed Charge Covenant Ratio Financial Covenant to have been breached if such event or occurrence had occurred and such costs, liabilities or damages had been paid on the first day of the Fiscal Quarter most recently ended or (iii) which results in an uninsured loss of tangible assets with a value in excess of $4,000,000 has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationsObligations (other than the Overadvances)), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, Availability shall be less the then outstanding principal amount of the Swing Line Loan. than $7,500,000; The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section SECTION 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; (d) except to the extent disclosed in the Projections delivered to Agent prior to the Closing Date, since January 31, 2007, an event, circumstance or change shall have occurred that has caused or evidences, either individually or in the aggregate, a Material Adverse Effect, as determined by Agent in its reasonable business judgment; (e) after giving effect to such Advance or issuance of such Letter of Credit, the aggregate Cash and Cash Equivalents of Holdings and its Subsidiaries shall not exceed the amounts specified in Section 6.6(a) (or any clause thereof); (f) the Credit Parties shall have failed to pay all fees, costs and expenses then payable by the Credit Parties pursuant to this Agreement and the other Loan Documents, including, without limitation, the GE Capital Fee Letter and Sections 1.9 and 11.3; (g) after giving effect to any requested Last-Out Revolving Loan to be made on the date of any requested Advance, the outstanding principal amount of the Last-Out Revolving Loans is less than the Revolving Loan Commitments (as defined in the Term Loan Agreement in effect as of the date hereof); (h) the Credit Parties shall have failed to deliver the opinions of counsel required under Section 5.22 on or before 5:00 p.m. (New York time) on May 1, 2007; or (i) the making of such Advance or issuance of such Letter of Credit would contravene any law, rule or regulation applicable to Agent or any Lender. For the avoidance of any doubt, under no circumstances shall GE Capital or any other Lender have any obligations to make any advances or fund any portion of the Term Loans. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) the Advance requested would cause the aggregate outstanding amount of the Loans and/or Letter of Credit Obligations to exceed the amount then authorized by the Interim Order or the Final Order, as the case may be, or any order modifying, reversing, staying or vacating such order shall have been entered, or any appeal of such order shall have been timely filed; (b) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (but without duplication of any materiality qualifier contained therein) as of such datedate as determined by Agent or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectrespect (but without duplication of any materiality qualifier contained therein); (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (ci) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or (ii) Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of (i) the Borrowing Base and (ii) the Maximum AmountAmount less the Collateral Reserve, in each case, less the then outstanding principal amount of the Swing Line Loan; (i) the Bankruptcy Court shall not have entered the Final Order on or before the date that is 45 days after the Petition Date, (ii) the Bankruptcy Court shall not have entered the Final Order following the expiration of the Interim Order, (iii) the Interim Order or the Final Order, as the case may be, shall have been vacated, stayed, reversed, modified or amended without Requisite Lenders’ consent or shall otherwise not be in full force and effect, (iv) a motion for reconsideration of any such order shall have been timely filed or (v) an appeal of any such order shall have been timely filed and such order in any respect is the subject of a stay pending appeal; (f) at the time of such Advance (or issuance of such Letter of Credit), the proposed use of proceeds of such Advance (or the issuance of such Letter of Credit) would be inconsistent with the Approved Budget (subject to any variance permitted under Annex G in effect at such time); or (g) all orders entered by the Bankruptcy Court on or prior to the date of entry of the Final Order shall not be reasonably satisfactory in form and substance to Agent and its counsel. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;Agreement; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as reasonably determined by Agents or the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;Lenders; or (ci) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance Loan (or the incurrence of any Letter of Credit ObligationObligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and (A) Agent or Requisite Lenders, or (B) in the event of a Default which would under Section 8.2(a)(ii) provide the Tranche B Revolving Lenders with the right to suspend their obligation to make Tranche B Revolving Credit Advances, Requisite Tranche B Lenders, shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as a result of that Default or Event of Defaultis continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Tranche A Revolving Loan would exceed the lesser of (i) the Tranche A Borrowing Base and the Maximum Tranche A Amount, less, in each case, less the then outstanding principal amount of the Swing Line Loan, less the sum of Letter of Credit Obligations or (ii) the outstanding principal amount of the Tranche B Revolving Loan would exceed the lesser of the Tranche B Borrowing Base and the Maximum Tranche B Amount; or (e) After giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. (a) Except as otherwise expressly provided herein, no Revolving Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (ai) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect as of if such daterepresentation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such representation or warranty or representation is untrue or incorrect in any material respectas aforesaid; (bii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the and Requisite Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation ) as a result of the fact that such event or circumstance has occurred; (ciii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or from the incurrence funding of any Letter of Credit Obligation)such Advance, and Agent or Requisite Revolving Lenders shall have determined not to make any such Advance (or have instructed the Swing Line Lender not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation ) as a result of that Default or Event of Default; or (div) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations)Revolving Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the sum of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line LoanLoan and the Reserves then in effect, or after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed the lesser of (A) the Swing Line Commitment and (B) the Maximum Amount less the sum of the then outstanding principal amount of the Revolving Loan and the Reserves then in effect. (b) Except as otherwise expressly provided herein, no Term Lender having an Additional Term Loan Commitment shall be obligated to fund the Additional Term Loan if, as of the date thereof: (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation or warranty shall not have been untrue or incorrect as of such earlier date (A) as stated if such representation or warranty contains an express materiality qualification or (B) in any material respect if such representation or warranty does not contain such a qualification) and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Requisite Term Lenders have determined not to fund the Additional Term Loan as a result of the fact that such representation or warranty is untrue or incorrect as aforesaid; (ii) any event or circumstance having a Material Adverse Effect has occurred since the date hereof and Requisite Term Lenders have determined not to fund the Additional Term Loan as a result of the fact that such event or circumstance has occurred; or (iii) any Default or Event of Default has occurred and is continuing and Requisite Term Lenders shall have determined not to fund the Additional Term Loan as a result of that Default or Event of Default. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Term Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) the Advance, Loan or Letter of Credit Obligation requested would cause the aggregate outstanding amount of the Loans and/or Letter of Credit Obligations to exceed the amount then authorized by the Interim Order or the Final Order, as the case may be, or any order modifying or vacating such order shall have been entered, or any appeal of such order shall have been timely filed; (b) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders (or (i) Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan or (ii) Requisite Last Out Term Lenders, with respect to the making of any Last Out Term Loan or the conversion or continuation of any Last Out Term Loan as a LIBOR Loan) have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (bc) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders (or (i) Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan or (ii) Requisite Last Out Term Lenders, with respect to the making of any Last Out Term Loan or the conversion or continuation of any Last Out Term Loan as a LIBOR Loan) have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (cd) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders (or (i) Requisite Term Lenders, with respect to the making of any Term Loan or the conversion or continuation of any Term Loan as a LIBOR Loan or (ii) Requisite Last Out Term Lenders, with respect to the making of any Last Out Term Loan or the conversion or continuation of any Last Out Term Loan as a LIBOR Loan) shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (de) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser Maximum Amount less the then outstanding principal amount of the Swing Line Loan and the Export-Related Loan, (ii) the outstanding principal amount of the aggregate Revolving Credit Advances would exceed the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (iii) the outstanding principal amount of the Export-Related Loan would exceed the lesser of the Export-Related Borrowing Availability and the Export-Related Loan Commitment; or (f) (i) (x) in the case of Advances, Loans or Letters of Credit made or issued prior to the date that is twenty-five (25) days after the Petition Date, the Interim Order or the Canadian Interim Order shall not be in full force and effect and, if the Interim Order or the Canadian Interim Order has expired prior to such date, the Final Order and the Canadian Final Order shall not have been entered prior to or immediately following such expiration, or (y) in the case of Advances, Loans or Letters of Credit made or issued from and after the date that is twenty-five (25) days after the Petition Date, the Bankruptcy Court shall not have entered the Final Order, (iii) the Interim Order, the Canadian Interim Order, the Final Order or the Canadian Final Order, as the case may be, shall have been vacated, reversed, modified or amended without Lenders’ consent, (iv) a motion for reconsideration of any such order shall have been timely filed or (v) an appeal of any such order shall have been timely filed and if such order is the subject of a pending appeal in any respect, either the making of any Loans, the granting of super-priority claim status with respect to the Obligations, the granting of the Liens described herein, or the performance by the Borrower or any Credit Party of any of their obligations under this Agreement or any other Loan Document or under any other instrument or agreement referred to in this Agreement shall be the subject of a presently effective stay pending appeal. Without limiting the foregoing, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if as of the date of entry of the Final Order, Borrower shall have Borrowing Availability of less than (i) $22,500,000 in the event that the unfunded portion of the Last Out Term Loan is advanced by such date following satisfaction of the conditions set forth in Section 2.4, or (ii) $7,500,000 in the event that the unfunded portion of the Last Out Term Loan is not advanced by such date. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall be obligated to fund any AdvanceLoan, convert or continue (on or after the expiration of the LIBOR Period therefor) any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders shall have determined (and so notified Borrower) not to make such AdvanceLoan, convert or continue any Loan as LIBOR Loan (on or incur such Letter of Credit Obligation as a result after the expiration of the fact that LIBOR Period therefor) such warranty or representation is untrue or incorrect in any material respect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of due to the fact that such warranty or representation is untrue or incorrect; or (b) Any event or circumstance has occurred;having a Material Adverse Effect shall have occurred since the date hereof as determined by the Requisite Lenders; or (c) any Any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance (Loan or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advancesuch Loan, convert or continue any such Loan as a LIBOR Loan or Loan, incur any such Letter of Credit Obligation as a result on the basis of that such Default or Event of Default; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, less, in ---- each case, less the then outstanding principal amount of the Swing Line Loan; or (e) After giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any AdvanceLoan, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been ----------- satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such datedate as determined by the Agents or Requisite Lenders, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectAgreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less ; or (ii) the then outstanding principal amount of the Swing Line LoanRevolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base; or (d) the Borrower (or Administrative Borrower on behalf of such Borrower) requesting such Loans and/or Letter of Credit Obligations has not delivered to Administrative Agent a Borrowing Base Certificate reflecting such Borrower's Borrowing Base as of the close of business of the immediately preceding day to the extent no Borrowing Availability for such Borrower would exist (based on the most recent Borrowing Base Certificate of such Borrower delivered to Administrative Agent) after giving effect to such Loans and/or Letter of Credit Obligations. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan Revolving Credit Advance into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) 3.2 have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 13 and of the granting and continuance of each of the Agent's Liens, on behalf of itself and LendersSecured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan Advance or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Administrative Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Administrative Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and (A) the Maximum Amount, in each case, less Amount or (B) the then outstanding principal amount of the Swing Line LoanRevolving Compliance Maximum. The request and acceptance by Borrower of the proceeds of any Advance, or the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan intoObligations, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Administrative Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Tranche A Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Tranche A Revolving Lenders, and Agent or Requisite Tranche A Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Tranche A Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; orprovided, however, that if a Default or Event of Default with respect to the Minimum Revolver Borrowing Availability covenant set forth in Section (a) of Annex G or any other Default or Event of Default that requires the consent of all Lenders for an amendment or waiver thereof has occurred and is continuing, no Advance shall be made, no Loan shall be converted into or continued as a LIBOR Loan and no Letter of Credit Obligations shall be incurred unless all Lenders shall have consented thereto; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Revolver Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; and (e) as to the funding of any Advance, the conversion or continuation of any Loan as a LIBOR Loan or the incurrence of any Letter of Credit Obligation occurring prior to the Final Order Date, (i) the Interim Order shall not have been entered by the Bankruptcy Court within 5 days after the Petition Date upon an application or motion of Borrower reasonably satisfactory in form and substance to Agent and on such prior notice to such parties as may in each case be reasonably satisfactory to Agent, (ii) the Interim Order shall not be in full force and effect or (iii) the Interim Order shall have been reversed, stayed, modified or amended. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) (i) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect as of such date in any material respect as of such daterespect, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect;incorrect; or (b) (i) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and (ii) Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred;; or (ci) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that such Default or Event of Default; or (d) except as provided in Section 1.1(a)(iv), after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then aggregate outstanding Swing Line Loan at such time or (ii) the outstanding principal amount of the Revolving Loan to the applicable Borrower would exceed such Borrower’s separate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, to that Borrower; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line LoanLoan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by such Borrower of the cross-guaranty provisions set forth in the Guaranty and Security Agreement and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount; or (e) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), Borrower and its Subsidiaries on a consolidated basis shall have (i) a Senior Leverage Ratio not in excess of 3.00 to 1.00, and (ii) a Total Leverage Ratio not in excess of 3.50 to 1.00, in each case, less calculated using EBITDA for the then outstanding principal amount twelve Fiscal Month period ended at the end of Fiscal Month for which financial statements have most recently been required to delivered to Agent pursuant to paragraph (a) of Annex E prior to the Swing Line Loandate of such Advance (or the incurrence of any Letter of Credit Obligations). The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no neither any Lender nor the Fronting Lender shall be obligated to fund any Advance, convert or continue any portion of the outstanding Revolving Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to date as determined by Agent or Requisite Lenders (or in the extent that such case of a representation or warranty that is expressly relates to made as of an earlier date and date, is untrue or incorrect as of such earlier date), except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement, and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any portion of the outstanding Revolving Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or Advance, the incurrence of any Letter of Credit Obligation), or the conversion or continuation of any portion of the outstanding Revolving Loan into, or as, a LIBOR Loan, and Agent or Requisite Lenders shall have determined not to make any Advance, convert or continue any portion of the outstanding Revolving Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), (i) the Dollar Equivalent of the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, Amount less the then outstanding principal amount of the Swing Line Loan, (ii) the aggregate outstanding principal balance of Revolving Credit Advances and Swing Line Advances made to U.S. Borrowers and the Dollar Equivalent of the Letter of Credit Obligations incurred for the benefit of the U.S. Borrowers would, in the aggregate, exceed the U.S. Borrowing Base, (iii) the Dollar Equivalent of the outstanding amount of the Letter of Credit Obligations would exceed the L/C Sublimit, (iv) the aggregate outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability or (v) the Dollar Equivalent of the aggregate outstanding principal balance of Revolving Credit Advances made to U.K. Borrowers and the Dollar Equivalent of the outstanding amount of the Letter of Credit Obligations incurred for the benefit of the U.K. Borrowers would, in the aggregate, exceed either the Sterling Subfacility Limit or the U.K. Borrowing Base; or (d) notwithstanding the provisions of Annex F, the Borrowers shall not have delivered to Agent a Borrowing Base Certificate, Art Inventory Report and Art Loan Receivables Report (accompanied in each case by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion), in each case prepared as of (i) with respect to any Advance to be made or Letter of Credit Obligation to be incurred during the first thirteen days of any Fiscal Month, the last of day of the second preceding Fiscal Month or (ii) with respect to any Advance to be made or Letter of Credit Obligation to be incurred during the remainder of any Fiscal Month, the last day of the preceding Fiscal Month. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any portion of the outstanding Revolving Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's ’s Liens, on behalf of itself and Lendersthe other Secured Parties, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is (subject to any materiality or other qualifiers contained in such representation or warranty) untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement (including to the extent a supplement to a disclosure contained in the Disclosure Document is to be supplied to Agent when and as required under the Loan Documents and Requisite Lenders under Section 5.6(a)), and Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred and is continuing since the date hereof as reasonably determined by the Requisite Lenders Lenders, and Agent or Requisite Lenders have determined not to make such Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Lenders shall have determined not to make any Advance, Advance or convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default Default, which is not reasonably capable of being cured, or Event of Default; or (d) after giving effect to any Advance Advance, (or the incurrence of any Letter of Credit Obligations), i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, less (ii) the then outstanding principal amount of the Swing Line LoanTranche A Revolving Loan of the Borrowers would exceed the Borrowers' Tranche A Borrowing Availability, or (iii) the outstanding principal amount of the Tranche B Revolving Loan of the Borrowers would exceed the Borrowers' Tranche B Borrowing Availability. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations Advance or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is shall be untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for AMENDED AND RESTATED CREDIT AGREEMENT changes therein expressly permitted or consented to or expressly contemplated by this Agreement Agreement; and Agent or Requisite Revolving Lenders shall have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such any Letter of Credit Obligation so long as a result of the fact that such representation or warranty or representation is continues to be untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof as determined by the Requisite Lenders and Agent or Requisite Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurredRevolving Lenders; (ci) any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Advance (Loan or the incurrence of any Letter of Credit Obligation), and (ii) Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation so long as such Default or Event of Default is continuing; provided, that if an Event of Default specified in Section 8.1(a) (other than an Event of Default arising under Section 8.1(a) as a result of Borrower's failure to repay any Overadvance) or Section 8.1(b) has occurred and is continuing for 30 days or more, then no Lender having (A) more than 15% of the Commitments of all Lenders, or (B) if the Commitments have been terminated, more than 15% of the aggregate outstanding amount of all Loans, shall be required to fund Revolving Credit Advances or incur any Letter of Credit Obligations for more than 30 days after the occurrence of that Default or Event of Default; or; (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount, in each case, case less the then outstanding principal amount of the Swing Line Loan and Term Loan; or (e) after giving effect to any Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrower that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself Co-Agents and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Revolving Lenders and Agent or Requisite Revolving Lenders have determined not to make such Advance, convert or continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any such Advance (or the incurrence of any such Letter of Credit Obligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of the Swing Line Loan to that Borrower. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that none of the conditions events (without regards to the determination by Agent or Requisite Revolving Lenders to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligations) set forth in this Section 2.2 has or would occur after giving effect to such Advance (other that any or the incurrence of such conditions that are subject to Agent's and/or Lenders' sole determination or controlLetter of Credit Obligations) have been satisfied and (ii) a reaffirmation by Borrower Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert to, or continue any Loan as as, a LIBOR Loan or Euribor Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect as of such date, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or consented to or expressly contemplated by this Agreement and Administrative Agent or Requisite Lenders have determined not to make such Advance, convert to, or continue any Loan as as, a LIBOR Loan or Euribor Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respectincorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof as determined by the Requisite Lenders and Administrative Agent in the exercise of their reasonable business judgment, or Requisite Lenders have determined not to make such Advance, convert to, or continue any Loan as as, a LIBOR Loan or Euribor Loan or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and Administrative Agent or Requisite Lenders shall have determined not to make any Advance, convert to, or continue any Loan as as, a LIBOR Loan or Euribor Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate U.S. Revolving Loan would exceed the lesser of the U.S. Borrowing Base and the U.S. Maximum Amount, in each case, less the then outstanding principal amount of the Swing Line Loan. (e) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the outstanding principal amount of the aggregate European Revolving Loan would exceed the lesser of the European Borrowing Base and the European Maximum Amount. (f) the incurrence of the Indebtedness in respect of such requested Advance (or the incurrence of any Letter of Credit Obligation) shall not constitute "Permitted Indebtedness" under each of the Senior Note Documents (it being understood that the Administrative Agent may, at the time of any such Advance or request for a Letter of Credit, require that the Borrowers demonstrate (by way of documentation which includes (if requested by the Administrative Agent) certificates of the Chief Financial Officer of the applicable Borrower Representative) in reasonable detail the basis therefor, and the calculations (if any) required to evidence compliance with the applicable terms set forth in the Senior Note Documents. (g) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligations), the Borrowers shall not be permitted to incur not less than an additional $5,000,000 of Indebtedness under this Agreement pursuant to the definition of "Permitted Indebtedness" under each of the Senior Note Documents. The request and acceptance by any Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligations or the conversion to, or continuation of any Loan into, or as, a LIBOR Loan or Euribor Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrower Borrowers that the conditions in this Section 2.2 (other that any such conditions that are subject to Agent's and/or Lenders' sole determination or control) have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documentssatisfied.