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 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this AgreementAgreement 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; (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 Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respectrespect (without duplication of any materiality qualifier 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 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 respect (without duplication of any materiality qualifier therein); (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund the initial and each subsequent Advance and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such Advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party's representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance (or the incurrence of any Letter of Credit Obligation); Obligations or Eligible Trade L/C Obligations) or (d) after giving effect to , if an Event of Default shall have occurred and be continuing or would result from the making of any Advance (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations), the outstanding principal amount Lenders having 60% or more of the Commitments shall not have determined by affirmative vote to cease making further Advances or incurring additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a result of such Event of Default. (c) After giving effect to any Revolving Loan would exceed Credit Advance or Swing Line Advance, Borrowing Availability shall be greater than zero. After giving effect to the Maximum Amount less incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (d) No event or circumstance having a Material Adverse Effect shall have occurred since the then outstanding principal amount date hereof as reasonably determined by the Requisite Lenders and Agent or, if such a Material Adverse Effect shall have occurred, Requisite Lenders shall not have determined by affirmative vote to cease making Advances, or incurring additional Letter of Credit Obligations and Eligible Trade L/C Obligations as a result of the Swing Line Loanfact that such event or circumstance has occurred. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence of any Letter of Credit Obligation Obligations or Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 2.3 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or With respect to clauses (b) and (d) above, if an Event of Default or event or circumstance having a Material Adverse Effect has occurred, Agent shall not result in call for a waiver vote of such Default or Event Lenders with respect thereto within two (2) Business Days following the date on which Agent learns of Defaultthe occurrence thereof.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance or incur issue any Letter of Credit ObligationCredit, if, as of the date thereof: (a) any representation or warranty by any Credit Party contained herein or in any other Loan Document Document, including any regarding Material Adverse Effect, is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) respect as of such datedate as determined by Revolving Facility Administrative Agent or Requisite Revolving Lenders (with notice to Borrower), 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 Revolving Facility Administrative Agent or Requisite Revolving Lenders have determined not to make such Advance or permit the issuance of any Letter of Credit 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; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence issuance of any Letter of Credit), and Revolving Facility Administrative Agent or Requisite Revolving Lenders shall have determined not to make any Advance or issue any Letter of Credit Obligation); oras a result of that Default or Event of Default; (dc) after giving effect to any Advance (or the incurrence issuance of any Letter of Credit ObligationCredit), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Revolving Facility Borrowing Base and the Maximum Amount Amount, in each case, less the then outstanding principal amount of the Swing Line Loan; or (d) the making of such Advance (or the issuance of such Letter of Credit) (i) would violate any applicable law, statute, rule or regulation or (ii) shall have been enjoined, temporarily, preliminarily or permanently. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence issuance of any Letter of Credit Obligation upon the request of Borrower shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 SECTION 2.3 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Defaultsatisfied.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Agent nor any Lender shall be obligated to fund any Advance Loan or convert or cause the conversion of any Index Rate Loan to a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a) any Any representation by or warranty by of any Credit Party contained herein or in any of the other Loan Document is untrue Documents shall be untrue, incomplete or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (c) any 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); or (d) After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the outstanding principal amount of the Revolving aggregate applicable Loan would exceed the Maximum Amount less the then outstanding principal amount aggregate Commitments in respect of the Swing Line such Loan. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations, or the conversion of any Loan into an Index Rate Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance or conversion, (i) a representation and warranty by Borrowers each Credit Party that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 13 and of the granting and continuance of Term Agent’s 's Liens for the benefit of Lender Group pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Advance, convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, and no L/C Issuer shall be required to issue any Letter of Credit 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 (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 Advance, and Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanRevolving Credit Availability and the Maximum Amount; or (e) Following a request therefor by the Agent, the Borrower shall not have established to the Agent's reasonable satisfaction that the proceeds of any Advance will be used in accordance with Section 1.4; or (f) Following a request therefor by the Agent, the Borrower shall have failed to deliver to the Agent a certificate of Borrower's Chief Financial Officer which demonstrates, to the satisfaction of the Agent, that after giving pro forma effect to any requested Advance, the outstanding Revolving Loans would not exceed the Revolving Credit Availability. The request and acceptance by any Borrower of the proceeds of any Advance Advance, the incurrence, or request for the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or any request therefor, 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund any Advance the funding of the initial and each subsequent Loan that each and every of the following statements shall be true on the date of each such funding or incur any Letter of Credit Obligation, ifincurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of the Credit Party Parties' representations and warranties contained herein or in any of the other Loan Document Documents shall be true and correct in all material respects on and as of the Closing Date and the date on which each such Loan is untrue made as though made or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) incurred on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;Agreement or such other Loan Document. (b) any No event shall have occurred and be continuing, or circumstance having would result from the making of such Loan, which constitutes or would constitute a Material Adverse Effect has occurred since the date hereof;Default or an Event of Default. (c) any Default or Event of Default has occurred and is continuing or would result after After giving effect to any Advance (or the incurrence making of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)such Loan, the outstanding aggregate principal amount of the Revolving Loan would Credit Loans shall not exceed the Maximum Amount less the then outstanding principal maximum amount permitted by SECTION 1.1(a). (d) Each of the Swing Line Loanconditions set forth in SECTION 2.1(a) through (e) shall continue to be satisfied by Borrower as of such date. (e) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated thereby and which, in Lender's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents. The Each request and or acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Loan shall be deemed to constitute, as of the date thereofof such request or acceptance, (iI) a representation and warranty by Borrowers Borrower that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation confirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Lender's Liens in the Collateral pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, convert or incur continue any Letter of Credit Obligation, Loan as a LIBOR Loan 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 would result after giving effect to any Loan, and Administrative Agent or the incurrence of Requisite Lenders, as applicable, shall have determined not to make any Letter of Credit Obligation)Loan so long as that Default is continuing; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal The amount of the such requested Revolving Loan would Credit Advance shall exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. Borrowing Availability under Section 2.1(a);or The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 3.2 have been satisfied and (ii) a reaffirmation by Borrowers each Loan Party of the cross-guaranty provisions set forth in Section 12 13 and of the granting and continuance of Administrative Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan or incur convert or continue any Letter of Credit ObligationLoan as a LIBOR Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof and be continuing as determined by the Requisite 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 Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, less, in each case, 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 any Borrower of the proceeds of any Advance Loan or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall not be obligated to fund any Advance or incur any Letter of Credit ObligationAdvance, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) as of such date, date (except (i) to the extent that such representation or warranty expressly relates to an earlier date and except (ii) for changes therein expressly permitted or expressly contemplated by this Agreement) and Lender has determined not to make such Advance as a result of the fact that such warranty or representation is untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereofhereof as determined by Lender or Lender has determined not to make such Advance 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, and Lender shall have determined not to make any Advance (as a result of that Default or the incurrence Event of any Letter of Credit Obligation)Default; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanAmount. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been ----------- satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s ---------- Lender's Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a1) any Any representation or warranty by any Credit Party Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b2) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (c) any Default or Event ; provided, however, that solely for purposes 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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii2.2(2) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after “Material Adverse Effect” means the occurrence of any Default of the following: (i) in any calendar year Borrower loses a customer the sales to whom for the immediately preceding calendar year accounted for 40% or Event more of Default Borrower’s total sales volume for such immediately preceding year; (ii) Borrower is at any time required to purchase 40% or more of its raw materials on a cash on delivery or cash in advance basis as the result of one or more vendor’s unwillingness to extend credit to Borrower; (iii) within a 60 day time period, $5,000,000 or more of finished goods Inventory and/or Inventory that Borrower has sold (valued at the lower of cost or market) shall be subject to a product recall or similar product defect occurrence; (iv) any officer of Borrower is convicted of a criminal offence in connection with the operation of Borrower’s business; (v) the loss of production of 60% or more of Inventory for a period of greater than 10 consecutive days other than for routine or scheduled ordinary course maintenance; or (vi) any event occurs which negatively impacts 50% or more of Borrower’s revenues, which loss of revenues is not result in a waiver of such Default or Event of Default.fully covered by insurance; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; and Co-Agents or Requisite Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation so long as such representation or warranty continues to be untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereofhereof as determined by the Requisite Lenders; (c) 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); or, and Co-Agents or Requisite 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) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Advance, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement, and (ii) Agent or Requisite Revolving Lenders have determined not to make such Advance, 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; (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, 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 Obligation), the outstanding principal amount of the 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 Amount, in each case, less the then outstanding principal amount of the applicable Swing Line Loan. The request and acceptance by any a Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation or the continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers the applicable Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by the Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of the Secured Parties, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan (other than its Pro Rata Share of payments under the Litigation L/C as the Term Loan C under Section 1.1(b) of the Litigation L/C Agreement), convert or continue any Loan as a LIBOR Loan or any incur any Letter of Credit ObligationObligation or Litigation L/C Obligations (whether initially or by renewal, extension or other modification), 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 date, or expressly contemplated by this Agreement;if the proceeds of the requested Loan or use of the requested Letter of Credit is inconsistent with the provisions of Section 1.4; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 such Loan (or the incurrence of such Letter of Credit Obligations or Litigation L/C Obligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to such Loan, and Agent or Requisite Revolving Lenders shall have determined, in its or their sole and absolute discretion, not to make such Loan or incur such Letter of Credit Obligations or Litigation L/C Obligations so long as that Default is continuing; or (d) After giving effect to such Advance (or the incurrence of any such Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, less, in each case, the then outstanding principal amount of the Swing Line Loan; or (e) After giving effect to such Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or Litigation L/C Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance, conversion or continuation, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.4 have been satisfied (and that the conditions set forth in Section 2.2 have been satisfied in the case of a request for the Term Loan B, that the conditions set forth in Section 2.3(I) have been satisfied in the case of a request for the incurrence of the Litigation L/C Obligations, and that the conditions set forth in Section 2.3(II) have been satisfied in the case of a request for a direct advance of Term Loan C) and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents or Litigation Collateral Documents. The extension of credit by any Lender after , as the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Defaultcase may be.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as determined by the Requisite Lenders; or (ci) any Any Default or 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 ObligationObligations), and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base and the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund the initial and each subsequent Advance and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such Advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party's representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance (or the incurrence of any Letter of Credit Obligation); Obligations or Eligible Trade L/C Obligations) or (d) after giving effect to , if an Event of Default shall have occurred and be continuing or would result from the making of any Advance (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations), the outstanding principal amount Lenders having 60% or more of the Commitments shall not have determined by affirmative vote to cease making further Advances or incurring additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a result of such Event of Default. (c) After giving effect to any Revolving Loan would exceed Credit Advance or Swing Line Advance, Borrowing Availability shall be greater than zero. After giving effect to the Maximum Amount less incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (d) No event or circumstance having a Material Adverse Effect shall have occurred since the then outstanding principal amount date hereof as reasonably determined by the Requisite Lenders and Agent or, if such a Material Adverse Effect shall have occurred, Requisite Lenders shall not have determined by affirmative vote to cease making Advances, or incurring additional Letter of Credit Obligations and Eligible Trade L/C Obligations as a result of the Swing Line Loanfact that such event or circumstance has occurred. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence of any Letter of Credit Obligation Obligations or Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or With respect to clauses (b) and (d) above, if an Event of Default or event or circumstance having a Material Adverse Effect has occurred, Agent shall not result in call for a waiver vote of such Default or Event Lenders with respect thereto within two (2) Business Days following the date on which Agent learns of Defaultthe occurrence thereof.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 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; (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; US Credit Agreement, or (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); or (d) hereunder after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the and Agent or Requisite Revolving Lenders shall have determined not to make any Advance, convert or continue any Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance as a LIBOR Loan or the incurrence of incur any Letter of Credit Obligation shall be deemed to constitute, as a result of that "Default" or "Event of Default" under the date thereof, (i) a representation and warranty by Borrowers US Credit Agreement or that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.hereunder;

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, of such date 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof and be continuing; 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 Loan (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 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 Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base (plus Overadvances as to which demand for payment has not been made) and the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. ." (l) The extension introductory paragraph of credit Section 3 of the Credit Agreement is amended by any Lender adding the phrase "and to incur Letter of Credit Obligations" immediately after the occurrence word "Loans". (m) The last sentence of any Default or Event Section 3.9 of Default shall not result the Credit Agreement is amended by adding the phrase "the incurrence of the Letter of Credit Obligations on behalf of Borrower," after the phrase "Borrower,". (n) Section 3.23(a) of the Credit Agreement is amended by adding the phrase "and Letter of Credit Obligations" immediately after each reference to "Loans" therein. (o) Section 3.25 of the Credit Agreement is amended to read in a waiver of such Default or Event of Default.its entirety as follows:

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Lender shall be (i) obligated to fund any Advance until the Borrowers shall have (x) provided to Agent a Notice of Advance, together with any required deliveries pursuant to Section 7.1 hereof or incur any Letter other Section of Credit Obligationthis Agreement, (y) other than as to the Initial Advance on the Closing Date, complied with, and provided to the Agent the satisfactory audit and other items required by Section 6.13 hereof, and (z) complied with each of the provisions of (a) through (d) below, or (ii) obligated to convert or continue any Loan as a LIBOR Loan if, as of the date thereof, the provision of (b) below is applicable: (a) any representation or warranty by any Credit Party Borrower contained herein or in any other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement, and Lenders have determined not to make such Advance, 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; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance, or any Material Adverse Effect has occurred or would occur upon the funding of such Advance; (c) the amount of the Advance (or the incurrence of any Letter of Credit Obligation)exceeds Borrowing Availability; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanTotal Borrowing Availability. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers each Borrower that the conditions in this Section 2.2 3.2 have been satisfied and (ii) a reaffirmation by Borrowers each Borrower of its representations and warranties, except to the provisions set forth extent that such representations and warranties expressly relate solely to an earlier date (in Section 12 which case such representations and warranties shall have been true and accurate on and as of such earlier date), and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall not be obligated ------------------------------- to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (c) 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 ObligationObligations); or (d) after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base and the Revolving Loan Commitment. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 ----------- have been 13 CREDIT AGREEMENT satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Lender's Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has with respect to the Credit Parties shall have occurred since December 31, 2000, as reasonably determined by the date hereof;Requisite 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 Loan (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 ObligationObligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the Borrowing Availability, or (ii) Excess Borrowing Availability shall not be less than $1,000,000; or (de) after giving effect to any Such Advance (or the incurrence of any Letter of Credit Obligation), Obligations) is not contemplated and permitted by the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanCash Flow Budget. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

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 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, or incur convert or continue any Letter of Credit ObligationLoan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party Co-Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respectrespect (except for representations or warranties subject to a materiality or Material Adverse Effect exception, which shall be true and correct in all 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Required Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Revolving Credit Obligation)Loan, the outstanding aggregate principal amount of the all Revolving Loan Loans would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanAmount. The request and acceptance by any Borrower Co-Borrowers of the proceeds of any Advance Loan, or the incurrence conversion or continuation of any Letter of Credit Obligation 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 Co-Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Defaultsatisfied.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no the obligation of any Lender shall be obligated to fund any Advance or incur any Letter of Credit ObligationObligation is subject to the fulfillment, ifin a manner satisfactory to Agent, as of each of the date thereoffollowing conditions precedent: (ai) any representation the representations or warranty warranties by any Credit Party contained herein or in any other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) are true and correct 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 AgreementAgreement and (ii) Agent or Requisite Revolving Lenders have not determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (bi) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any no 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 not have determined not to make any Advance or incur any Letter of Credit Obligation as a result of any Default or Event of Default; (c) at the time of any such Advance (or the incurrence of any Letter of Credit Obligation), (i) if such Advance (or the issuance of such Letter of Credit) is prior to the entry and effectiveness of the Final Order, the Interim Order or the DIP Recognition Order shall not have terminated or expired, and the date of such Advance (or the issuance of such Letter of Credit) shall not be more than thirty (30) days from the Petition Date, (ii) if such Advance (or the issuance of such Letter of Credit) is after the entry and effectiveness of the Final Order, the Final Order or the Final DIP Recognition Order shall be effective, and shall not have terminated or expired, (iii) no Financing Order shall have been vacated, reversed, stayed, amended, supplemented or otherwise modified, (iv) no motion for reconsideration of any Financing Order shall be pending, and (v) no appeal of any Financing Order shall be pending and no Financing Order shall be subject of a stay pending appeal or a motion for a stay pending appeal; orLEGAL_US_E # 82813718.8 (d) at the time of such Advance (or the issuance of such Letter of Credit), the proposed use of proceeds of such Advance (or the issuance of such Letter of Credit) is consistent with the most recently delivered and approved 13-Week Budget together with any variance permitted under Annex G in effect at such time; (e) Agent has received a certificate from Parent certifying that not less than $15,000,000 of the commitments under the DIP Term Loan Agreement are outstanding and Borrowers have utilized such proceeds (net of fees and expenses required to be paid under the DIP Term Loan Agreement on the Closing Date) to repay amounts owing by Credit Parties under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) to the extent outstanding; (f) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan plus all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding (if any) would not exceed the lesser of (A) the Borrowing Base, and (B) the Maximum Amount less the then outstanding principal amount Amount; and (g) within two (2) Business Days of the Swing Line LoanPetition Date, the Canadian Court shall have issued and entered the Chapter 11 Recognition Order in form and substance satisfactory to Agent and its counsel and the Lenders. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise ------------------------------- expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, of such date 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 expressly contemplated not prohibited by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Loan (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 Administrative Agent or Requisite 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 Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the outstanding principal amount of the aggregate Revolving Loan less 65% of the Eligible Trade L/C Obligations would ---- exceed the Aggregate Borrowing Base 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) The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers that the conditions in this Section 2.2 have been ----------- satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Administrative ---------- Agent’s 's Liens on behalf of itself, the other Agent and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any 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 (with respect to provided that any representation or warranty that is not otherwise qualified as subject to materiality, a materiality or material adverse effect qualifier shall be accurate in any material respectall respects) as of such date, date (except to in the extent that case where such representation or warranty expressly relates to an a specific earlier date date, in which case such representation or warranty shall relate to such earlier date) as determined by Agent or Requisite Lenders, and except for changes therein expressly permitted (ii) Agent or expressly contemplated by this AgreementRequisite Lenders have determined not to make such Advance, or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is so untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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); or, and (ii) Agent or Requisite Lenders shall have determined not to make any Advance, or incur any Letter of Credit Obligation as a result of that Default or Event of Default; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan; or (d) in the case of any Revolving Credit Advances made pursuant to any Revolving Commitment Increase if (i) such Revolving Credit Advance is not permitted to be incurred under the Senior Unsecured Note Indenture, or (ii) in connection with any request for such Revolving Credit Advance, Borrower Representative shall not have furnished to Agent a certificate in form and substance reasonably satisfactory to Agent certifying and providing reasonable detail of the calculations demonstrating that the incurrence of Indebtedness in connection with the making of any such Revolving Credit Advances is permitted under the Senior Unsecured Note Indenture. The request and acceptance by Borrower Representative or any Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions described in clauses (a)(i), (b)(i) or (c) of this Section 2.2 have been satisfied exist and are continuing and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 granting and continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. In addition to the foregoing, (A) no Borrower may convert any Index Rate Loan to a LIBOR Loan or continue any LIBOR Loan as a LIBOR Loan if an Event of Default exists, (B) the request and acceptance by Borrower Representative or any Borrower of the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (x) a representation and warranty by Borrowers that no Event of Default exists or would result therefrom and (y) a reaffirmation by Borrowers of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension , (C) no Borrower that has filed a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law or that is otherwise subject to a bankruptcy or similar case or proceeding of credit by any Lender after the occurrence type described in Section 8.1(h) or (i) (such events referred to herein collectively as “Bankruptcy Events”) may request or receive, directly or indirectly, the proceeds of any Default Loans or Event the issuance of Default shall not result in a waiver any Letter of Credit while any such Default or Event of DefaultBankruptcy Events are continuing.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no The making by Lender shall be obligated to fund of any Advance or incur requested to be made on any Letter date (including, without limitation, the initial Advance), is subject to the satisfaction of Credit Obligation, if, the following conditions precedent as of the date thereofsuch Advance is made: (a) any each representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect (with respect subject to any materiality or other qualifiers contained in such representation or warranty that is not otherwise qualified as to materiality, warranty) shall be true and correct in any all 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 expressly contemplated by this AgreementAgreement (including to the extent a supplement to a disclosure contained in the Disclosure Document is to be supplied to Lender when and as required under the Loan Documents under Section 5.6(a)); (b) any no event or circumstance having a Material Adverse Effect has occurred and is continuing since the date hereofhereof as reasonably determined by Lender; (c) any Default no 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)Advance; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the aggregate Revolving Loan would not exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanBorrowing Availability. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of AgentLender’s Liens Liens, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly ------------------------------- provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this AgreementAgreement or such other Loan Document; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereofhereof as determined by the Requisite Lenders; (c) any Default or Event of Default has occurred and is continuing or would result immediately after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), and the Agent or the 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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base and the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers ----------- of the cross-guaranty provisions set forth in Section 12 and of the granting and ---------- continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan (including Contingent Payment 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Loan (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 (or the incurrence of any Letter of Credit Obligations), and Administrative 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 Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, MINUS, in each case, 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 any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan, as the case may be, shall be deemed to constitute, as of the date thereofof suchrequest or acceptance, (i) a representation and warranty by Borrowers each Borrower that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and each Borrower of the granting and continuance of Administrative Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance (excluding conversions of any 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 (with respect to any representation as of the Closing Date or warranty that is not otherwise qualified as to materiality, untrue or incorrect in any material respect) 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 expressly contemplated by this Agreement, and Administrative Agent or the Majority Lenders have determined not to make such Advance, or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 the Majority Lenders shall have determined not to make any Advance, or incur any Letter of Credit Obligation as a result of that Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Obligations) and the use of the proceeds thereof, the outstanding principal amount of (i) in the case of Revolving Loan Credit Advances, Swing Line Advances or Letter of Credit Obligations, the sum of Loans would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, (ii) in the then outstanding principal amount case of Letter of Credit Obligations, the L/C Sublimit and (iii) in the case of Swing Line Advances, the Swing Line LoanCommitment. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Administrative Agent’s Liens 's Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Loan Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise ------------------------------- expressly provided herein, no Lender shall be obligated to fund any Advance Loan, convert or continue any Loan into, or as, a LIBOR Rate 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any event or circumstance having a Any Material Adverse Effect has Event shall have occurred and be continuing since the date hereof;Audit Date; 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 Loan (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 the Administrative Agent or the Required Revolving Lenders shall have determined not to make any Revolving Credit Advance or incur any Letter of Credit Obligation so long as that Default is continuing; or (d) After giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Credit Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanBorrowing Availability. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Rate Loan, as the case may be, shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 2.02 have been satisfied and (ii) ------------ a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of the Administrative Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan (other than its Pro Rata Share of payments under the Litigation L/C as the Term Loan C under Section 1.1(b) of the Litigation L/C Agreement), convert or continue any Loan as a LIBOR Loan or incur any Letter of Credit ObligationObligation or Litigation L/C Obligations (whether initially or by renewal, extension or other modification), 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 date, or expressly contemplated by this Agreement;if the proceeds of the requested Loan or use of the requested Letter of Credit is inconsistent with the provisions of Section 1.4; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 such Loan (or the incurrence of such Letter of Credit Obligations or Litigation L/C Obligations), or (ii) a Default shall have occurred and be continuing or would result after giving effect to such Loan, and Agent or Requisite Revolving Lenders shall have determined, in its or their sole and absolute discretion, not to make such Loan or incur such Letter of Credit Obligations or Litigation L/C Obligations so long as that Default is continuing; or (d) After giving effect to such Advance (or the incurrence of any such Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, less, in each case, the then outstanding principal amount of the Swing Line Loan; or (e) After giving effect to such Swing Line Advance, the outstanding principal amount of the Swing Line Loan would exceed Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or Litigation L/C Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request, acceptance, conversion or continuation, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.4 have been satisfied (and that the conditions set forth in Section 2.2 have been satisfied and (ii) in the case of a reaffirmation by Borrowers of request for the provisions Term Loan B, that the conditions set forth in Section 12 and 2.3(I) have been satisfied in the case of a request for the incurrence of the granting Litigation L/C Obligations, and continuance of Agent’s Liens pursuant to that the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result conditions set forth in a waiver of such Default or Event of Default.Section 2.3(II)

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Advance, or continue any Loan as a LIBOR Loan or 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) respect as of such datedate as determined by Agent, 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the applicable Revolving Loan would exceed the lesser of (i) the applicable Borrowing Base, and (ii) the applicable Maximum Amount Amount, in each case, less the then outstanding principal amount of the applicable Swing Line Loan. The request and acceptance by any a Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation or the 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 Borrowers the applicable Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by the Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of the Secured Parties, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

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 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no No Lender shall be (i) obligated to fund any Advance until the Borrowers shall have (x) provided to Agent a Notice of Advance, together with any required deliveries pursuant to Section 7.1 hereof or incur any Letter other Section of Credit Obligationthis Agreement, (y) other than as to the Initial Advance on the Closing Date, complied with, and provided to the Agent the items required by the Post Closing Agreement hereof, and (z) delivered to Agent, at least two (2) days before the borrowing date of the proposed Advance, a Borrowing Base Certificate certifying that none of the conditions set forth in (a) through (d) below exists as of the time of the delivery of the Borrowing Base Certificate or will exist as a result of the Advance, or (ii) obligated to convert or continue any portion of the Loan as a LIBOR Loan if, as of the date thereof, the provision of (b) below is applicable: (a) any representation or warranty by any Credit Party Borrower contained herein or in any other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement, and Lenders have determined not to make such Advance, 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; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance, or any Material Adverse Effect has occurred or would occur upon the funding of such Advance; (c) the amount of the Advance (or the incurrence of any Letter of Credit Obligation)exceeds Borrowing Availability; or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanBorrowing Base. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence conversion or continuation of any Letter of Credit Obligation Borrowing Base Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers each Borrower that the conditions in this Section 2.2 3.2 have been satisfied and (ii) a reaffirmation by Borrowers each Borrower of its representations and warranties, except to the provisions set forth extent that such representations and warranties expressly relate solely to an earlier date (in Section 12 which case such representations and warranties shall have been true and accurate on and as of such earlier date), and of the granting and continuance of Agent’s Liens Agent Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (including those regarding Material Adverse Effect and litigation) shall be untrue or incorrect (with respect to any representation as of the Closing Date, or warranty that is not otherwise qualified if made after the Closing Date, shall be untrue or incorrect as to materiality, of such date in any material respect) as of such daterespect immediately prior to, and after giving effect to funding and issuance, 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 not prohibited by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Loan (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 Administrative Agent or Requisite 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 Obligation); or (dObligations) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount Amount, 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 any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers that the conditions in this Section 2.2 2.3 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Administrative Agent’s 's Liens on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; 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 representation or warranty continues to be untrue or incorrect; (b) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (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) after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount 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 , or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers the outstanding principal amount of the provisions set forth in Section 12 and Revolving Loan of the granting and continuance applicable Borrower would exceed such Borrower's separate Borrowing Base less the outstanding principal amount of Agent’s Liens pursuant the Swing Line Loan to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.that Borrower; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further ------------------------------- condition to fund the initial and each subsequent Advance and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such Advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party's representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance (or the incurrence of any Letter of Credit Obligation); Obligations or Eligible Trade L/C Obligations) or (d) after giving effect to , if an Event of Default shall have occurred and be continuing or would result from the making of any Advance (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations), the outstanding principal amount Lenders having 60% or more of the Commitments shall not have determined by affirmative vote to cease making further Advances or incurring additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a result of such Event of Default. (c) After giving effect to any Revolving Loan would exceed Credit Advance or Swing Line Advance, Net Borrowing Availability shall be greater than zero. After giving effect to the Maximum Amount less incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (d) No event or circumstance having a Material Adverse Effect shall have occurred since the then outstanding principal amount date hereof as reasonably determined by the Requisite Lenders and Agent or, if such a Material Adverse Effect shall have occurred, Lenders having 60% or more of the Swing Line LoanCommitments shall not have determined by affirmative vote to cease making Advances, or incurring additional Letter of Credit Obligations as a result of the fact that such event or circumstance has occurred. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence of any Letter of Credit Obligation Obligations or Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section ------- 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and --- continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or With respect to clauses (b) and (d) above, if an Event of Default or event or circumstance having a Material Adverse Effect has occurred, Agent shall call for a vote of Lenders with respect thereto within two (2) Business Days following the date on which Agent learns of the occurrence thereof. Notwithstanding the foregoing, during the period between such occurrence and the date of such vote, each Lender may (but shall not result in a waiver be obligated to) make Advances or incur additional Letter of such Default Credit Obligations or Event of DefaultEligible L/C Obligations at its individual discretion.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, or incur any Letter of Credit ObligationObligation (including, without limitation, those Loans to be funded and Letter of Credit Obligations to be incurred on the Closing Date), 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as determined by the Requisite 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 the Requisite 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 After giving effect to any Revolving Loan Advance (Revolver A) (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan (Revolver A) would exceed the lesser of the Revolving Loan Borrowing Base (Revolver A) and the Maximum Amount less (Revolver A), LESS, in each case, the sum of the then outstanding principal amount of the Swing Line Loan (Revolver A) and Letter of Credit Obligations; or (e) After giving effect to any Swing Line Advance (Revolver A), the outstanding principal amount of the Swing Line Loan (Revolver A) would exceed Swing Line Availability (Revolver A); or (f) After giving effect to any Revolving Loan Advance (Revolver B), the outstanding principal amount of the aggregate Revolving Loan (Revolver B) would exceed the lesser of the Borrowing Base (Revolver B) and the Maximum Amount (Revolver B), LESS, in each case, the then outstanding principal amount of the Swing Line Loan (Revolver B); or (g) After giving effect to any Swing Line Advance (Revolver B), the outstanding principal amount of the Swing Line Loan (Revolver B) would exceed the Swing Line Availability (Revolver B); or (h) After giving effect to any Acquisition Loan Advance, the outstanding principal amount of the aggregate Acquisition Loan would exceed the Maximum Amount (Acquisition Loan). The request and acceptance by any Borrower of the proceeds of any Advance Loan, or the incurrence of any Letter of Credit Obligation Obligations, 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 Borrowers that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section SECTION 12 and of the granting and continuance of Administrative Agent’s Liens 's Liens, on behalf of itself, Revolver Agent and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanAmount. The request and acceptance by any Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers all of the provisions set forth in Section 12 and Credit Parties of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, of such date 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 expressly contemplated by this Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (b) any event the Leverage Ratio for the most recently ended trailing twelve month period for which monthly or circumstance having a Material Adverse Effect has occurred since quarterly Financial Statements have been delivered by Borrower to Agent is greater than the date hereof;Applicable Leverage Multiple to 1:00; 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); or (d) after giving effect , and Agent or Requisite Revolving Lenders shall have determined not to make any Advance (or incur any Letter of Credit Obligation as a result of that Event of Default. The request and acceptance by Borrower of the proceeds of any Advance, the incurrence of any Letter of Credit Obligation), Obligations or the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds conversion or continuation of any Advance Loan into, or the incurrence of any Letter of Credit Obligation as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respectrespect (except for representations or warranties subject to a materiality or Material Adverse Effect exception, which shall be true and correct in all 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Loan (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 Administrative 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 Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, less, in each case, 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 any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Administrative Agent’s Liens 's Liens, on behalf of itself, Documentation Agent and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund the initial and each subsequent Loan and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party's representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any No event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;. (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance Loan (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations); or. (d) after After giving effect to any Revolving Credit Advance or Swing Line Advance, Net Borrowing Availability shall be greater than zero. After giving effect to the incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (e) In the case of a Revolving Credit Advance, only, Borrower and the Store Guarantors shall have cash and cash equivalents on hand or on deposit of less than $7,000,000. The request and acceptance by Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance Obligations or the incurrence of any Letter of Credit Obligation Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respectrespect (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 expressly contemplated by this AgreementAgreement 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 respect (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; (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) 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 ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance, convert or continue any Advance as a LIBOR Loan or incur any Letter of Credit Obligation, and no L/C Issuer shall be required to issue any Letter of Credit 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 (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 Advance, and Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Revolving Credit Availability and the Maximum Amount less Amount, less, in each case, 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 the Swing Line Availability. The request and acceptance by any Borrower of the proceeds of any Advance Advance, the incurrence, or request for the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan or any request therefor, 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Loan, (or the incurrence of any obligation with respect to any Letter of Credit), 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 Obligation); or (d) after giving effect obligation with respect to any Advance (or the incurrence of any Letter of Credit ObligationCredit), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanAmount. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence by any Lender of any obligation with respect to any Letter of Credit Obligation or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;, and Agent or Requisite Lenders shall have determined not to make such Loan, convert or continue such Loan as a LIBOR Loan, or incur such Letter of Credit Obligation due to the fact that such warranty or representation is untrue or incorrect; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;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 Loan or the incurrence of any Letter of Credit Obligation, and Agent or Requisite Lenders shall have determined not to make such Loan, convert or continue such Loan as a LIBOR Loan, or incur such Letter of Credit Obligation on the basis of such Default or Event of Default; (d) After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, LESS, in each case, the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund ------------------------------- the funding of the initial Loans and each subsequent Acquisition Line Advance, and to the continuation of any Advance Loan as a LIBOR Loan, that the following statements shall be true on the date of each such funding or incur any Letter of Credit Obligation, ifcontinuation, as of the date thereofcase may be: (a) any representation or warranty by any Credit Party Each Loan Party's representations and warranties contained herein or in any other of the Loan Document is untrue Documents shall be true and correct on and as of such date and the Closing Date as though made on or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) incurred on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any No event shall have occurred and be continuing, or would result from such funding or continuation, which constitutes a Default. (c) No event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (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. (d) after giving effect With respect to each Acquisition Line Advance, Agent, in its sole discretion, shall have determined that the proposed acquisition constitutes an Eligible Acquisition and Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters, as Agent or any Advance (Lender shall request in connection with the applicable Eligible Acquisition; and Agent and Agent's counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary or the incurrence of any Letter of Credit Obligation)appropriate in connection therewith and Agent shall be satisfied, the outstanding principal amount in its sole discretion, with all of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loanforegoing. The request and acceptance by any Borrower of the proceeds of any Acquisition Line Advance or the incurrence continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation confirmation by Borrowers Borrower of the provisions set forth in Section 12 and of the ----------- granting and continuance of the Agent’s 's Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the outstanding principal amount of the US Revolving Loan would exceed the lesser of the US Borrowing Base and the Maximum Amount Amount, in each case, less the then outstanding principal amount of the Swing Line Loan, or (ii) the outstanding principal amount of the Canadian Revolving Loan would exceed the lesser of the Canadian Borrowing Base and the Canadian Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s 's, Collateral Agent's and Canadian Agent' Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; hereof as determined by the Requisite Revolving Lenders, and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such 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 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 ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount 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 or Advance, the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been -20- satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance Loan, 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 untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materialityDocuments shall be, in any material respect) , 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;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;; 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 Loan (or the incurrence of any Letter of Credit Obligations); or (d) After giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base or the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Lender's Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender on any date shall be obligated to fund any Advance Loan, convert or continue any Loan as a BA Rate Loan or a LIBOR Loan or incur any Letter of Credit Obligation, if, as of the date thereof: (a1) 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;); or (b2) any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as determined by the Requisite Lenders; or (ca) 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), or (b) a Default shall have occurred and be continuing or would result after giving effect to any Loan, and Agent or Requisite Lenders shall have determined not to make, convert or continue any Loan or incur any Letter of Credit Obligation so long as that Default is continuing; or (4) after giving effect to any Revolving Credit Advance or Swing Line Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (a) the outstanding principal amount of the Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount less Amount, less, in each case, the then outstanding principal amount of the Swing Line Loan, or (b) the aggregate US Dollar Amount of all Letter of Credit Obligations would exceed the L/C Sublimit, or (c) the outstanding balance of the Loans of either Borrower, denominated in US Dollars, would exceed the US Dollar Sublimit. The request and acceptance by any either Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a BA Rate Loan or a LIBOR Loan, as the case may be, shall be deemed to constitute, as of the date thereofof such request or acceptance, (iA) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (iiB) a reaffirmation by Borrowers of the cross-guarantee provisions set forth in Section 12 and of the granting to Agent for itself and continuance of Agent’s Lenders, and to Agent and Lenders, the Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement, and Agent or Requisite Revolving Lenders have determined not to make such Advance or incur such Letter of Credit Obligation, or Agent or Requisite Lenders have determined not to convert or continue any Loan as a LIBOR Loan, in each case 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 occurred since the date hereof; (c) any Default or Event of Default has occurred and is continuing or would result after giving effect to any such conversion or continuation or Advance (or the incurrence of any Letter of Credit Obligation), and Agent or Requisite Revolving Lenders (except with respect to an Event of Default under Sections 8.1(a), (h) or (i), in which case all Revolving Lenders must consent to any such Advance or the incurrence of any Letter of Credit Obligation) shall have determined not to make any Advance or incur any Letter of Credit Obligations, or Agent or Requisite Lenders have determined not to convert or continue any Loan as a LIBOR Loan, in each case as a result of such Default or Event of Default; or (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Amount; or (d) after giving pro forma effect to such Advance (or the incurrence of any Letter of Credit Obligation Obligations), and pro forma effect to any reduction of Indebtedness from the proceeds thereof, the Company would not be in compliance with the Financial Covenants under Annex G as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Annex E. The request by Borrower Representative and acceptance by the 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 shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents. The extension request and acceptance by Borrower Representative and acceptance by the Borrowers of credit by any Lender after the occurrence proceeds of any Default Advance used to finance a Permitted Acquisition shall be deemed to constitute, as of the date thereof, a representation and warranty by the Borrowers that the conditions in Section 6.1 have been satisfied or Event of Default shall not result waived in a waiver of such Default or Event of Defaultaccordance with the terms thereof.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;, and Agent or Requisite Lenders shall have determined not to make such Advance or incur such Letter of Credit Obligation due to the fact that such representation or warranty is untrue or incorrect; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as reasonably determined by the Requisite Lenders, and Agent or Requisite Lenders shall have determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such event or circumstance has occurred; 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 (or the incurrence of any Letter of Credit ObligationObligations), and Agent or Requisite Lenders shall have determined not to make any such Loan or incur any such Letter of Credit Obligation on the basis of such Default or Event of Default; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line Loan. The request Borrowing Base and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of DefaultMaximum Amount.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 as of such date as determined by Agent or Requisite Lenders (with respect to any or in the case of a representation or warranty that is not otherwise qualified expressly made as to materialityof an earlier date, in any material respect) is untrue or incorrect as of such earlier 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 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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, 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; (dc) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the Dollar Equivalent of the outstanding principal amount of the aggregate Revolving Loan would exceed the Maximum 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 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 or Advance, the incurrence of any Letter of Credit Obligation 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 Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and the other Secured Parties, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, or incur convert or continue any Letter of Credit ObligationLoan as a LIBOR Loan or BAR Loan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Agent or Requisite Revolving Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance Advance, (i) 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, the then outstanding principal amount of the Swing Line Loan, or the incurrence of any Letter of Credit Obligation), (ii) the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount Borrowing Base less the then outstanding principal amount of the Swing Line Loan; 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 would exceed the Borrowing Base less the outstanding principal amount of the Revolving Loan. The request and acceptance by any the Borrower Representative of the proceeds of any Advance Loan, or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR Loan or a BAR 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 Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund the initial and each subsequent Advance and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such Advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party's representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance (or the incurrence of any Letter of Credit Obligation); Obligations or Eligible Trade L/C Obligations) or (d) after giving effect to , if an Event of Default shall have occurred and be continuing or would result from the making of any Advance (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations), the outstanding principal amount Lenders having 60% or more of the Commitments shall not have determined by affirmative vote to cease making further Advances or incurring additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a result of such Event of Default. (c) After giving effect to any Revolving Loan would exceed Credit Advance or Swing Line Advance, Borrowing Availability shall be greater than zero. After giving effect to the Maximum Amount less incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (d) No event or circumstance having a Material Adverse Effect shall have occurred since the then outstanding principal amount date hereof as reasonably determined by the Requisite Lenders and Agent or, if such a Material Adverse Effect shall have occurred, Requisite Lenders shall not have determined by affirmative vote to cease making Advances, or incurring additional Letter of Credit Obligations and Eligible Trade L/C Obligations as a result of the Swing Line Loanfact that such event or circumstance has occurred. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence of any Letter of Credit Obligation Obligations or Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or With respect to clauses (b) and (d) above, if an Event of Default or event or circumstance having a Material Adverse Effect has occurred, Agent shall not result in call for a waiver vote of such Default or Event Lenders with respect thereto within two (2) Business Days following the date on which Agent learns of Defaultthe occurrence thereof.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 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 of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (bc) any Any event or circumstance having a Material Adverse Effect has with respect to the Credit Parties shall have occurred since the date hereof;Petition Date, as reasonably determined by the Requisite 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 Loan (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 (e) After giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan would exceed the Borrowing Availability; or (df) after giving effect to any Such Advance (or the incurrence of any Letter of Credit Obligation), Obligations) is not contemplated and permitted by the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanCash Flow Budget. The request and acceptance by any Borrower of the proceeds of any Advance or Loan, the incurrence of any Letter of Credit Obligation Obligations, 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 Borrowers Borrower that the conditions in this Section SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. . (i) The extension of credit by any Lender Bankruptcy Court shall not have entered the Final Order on or before the date that is 35 days after the occurrence Petition Date, (ii) the Bankruptcy Court shall not have entered the Final Order following the expiration of the Interim Order, or (iii) the Interim Order or the Final Order, as the case may be, shall have been vacated, reversed, modified or amended without Lenders' consent, or an appeal of any Default 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 superpriority claim status with respect to the Obligations, the granting of the Liens described herein, or Event the performance by Borrower of Default any of its obligations under this Agreement or any other Loan Document or under any other instrument or agreement referred to in this Agreement shall not result in be the subject of a waiver of such Default or Event of Defaultpresently effective stay pending appeal.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender It shall be obligated a further condition to fund the initial and each subsequent Advance and to the incurrence of the initial and any Advance or incur any subsequent Letter of Credit Obligation, ifObligations or Eligible Trade L/C Obligations that the following statements shall be true on the date of each such Advance or incurrence, as of the date thereofcase may be: (a) any representation or warranty by any All of each Credit Party Party’s representations and warranties contained herein or in any of the other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified Documents shall be true and correct in all material respects as to materiality, in any material respect) though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;. (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or No Event of Default has shall have occurred and is be continuing or would result after giving effect to from the making of any Advance (or the incurrence of any Letter of Credit Obligation); Obligations or Eligible Trade L/C Obligations) or (d) after giving effect to , if an Event of Default shall have occurred and be continuing or would result from the making of any Advance (or the incurrence of any Letter of Credit ObligationObligations or Eligible Trade L/C Obligations), the outstanding principal amount Lenders having 60% or more of the Commitments shall not have determined by affirmative vote to cease making further Advances or incurring additional Letter of Credit Obligations or Eligible Trade L/C Obligations as a result of such Event of Default. (c) After giving effect to any Revolving Loan would exceed Credit Advance or Swing Line Advance, Borrowing Availability shall be greater than zero. After giving effect to the Maximum Amount less incurrence of any Letter of Credit Obligations or Eligible Trade L/C Obligations, L/C Availability shall be greater than zero. (d) No event or circumstance having a Material Adverse Effect shall have occurred since the then outstanding principal amount date hereof as reasonably determined by the Requisite Lenders and Agent or, if such a Material Adverse Effect shall have occurred, Requisite Lenders shall not have determined by affirmative vote to cease making Advances, or incurring additional Letter of Credit Obligations and Eligible Trade L/C Obligations as a result of the Swing Line Loanfact that such event or circumstance has occurred. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence of any Letter of Credit Obligation Obligations or Eligible Trade L/C Obligations shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 2.3 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or With respect to clauses (b) and (d) above, if an Event of Default or event or circumstance having a Material Adverse Effect has occurred, Agent shall not result in call for a waiver vote of such Default or Event Lenders with respect thereto within two (2) Business Days following the date on which Agent learns of Defaultthe occurrence thereof.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s and Canadian Agent’ Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance or incur any Letter of Credit Obligation(including, without limitation, the Advance to be made on the Closing Date) 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; Agreement (b) including to the extent a supplement to a disclosure contained in the Disclosure Document is to be supplied to Lender when and as required under the Loan Documents and Lender has determined not to make such Advance as a result of the fact that such warranty or representation is untrue or incorrect; any event or circumstance having a Material Adverse Effect has occurred and is continuing since the date hereof; (c) hereof as reasonably determined by the Lender, Lender has determined not to make such Advance as a result of the fact that such event or circumstance has occurred; 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 (and Lender shall have determined not to make any Advance as a result of that Default, which is not reasonably capable of being cured, or the incurrence Event of any Letter of Credit Obligation)Default; or (d) or after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line LoanCommitment. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of AgentLender’s Liens Liens, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no the obligation of any Lender shall be obligated to fund any Advance or incur any Letter of Credit ObligationObligation is subject to the fulfillment, ifin a manner satisfactory to Agent, as of each of the date thereoffollowing conditions precedent: (ai) any representation the representations or warranty warranties by any Credit Party contained herein or in any other Loan Document is untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) are true and correct 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 AgreementAgreement and (ii) Agent or Requisite Revolving Lenders have not determined not to make such Advance or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect; (bi) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any no 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, and (ii) Agent or Requisite Revolving Lenders shall not have determined not to make any Advance or incur any Letter of Credit Obligation as a result of any Default or Event of Default; (c) at the time of any such Advance (or the incurrence of any Letter of Credit Obligation), (i) if such Advance (or the issuance of such Letter of Credit) is prior to the entry and effectiveness of the Final Order, the Interim Order or the DIP Recognition Order shall not have terminated or expired, and the date of such Advance (or the issuance of such Letter of Credit) shall not be more than thirty (30) days from the Petition Date, (ii) if such Advance (or the issuance of such Letter of Credit) is after the entry and effectiveness of the Final Order, the Final Order or the Final DIP Recognition Order shall be effective, and shall not have terminated or expired, (iii) no Financing Order shall have been vacated, reversed, stayed, amended, supplemented or otherwise modified, (iv) no motion for reconsideration of any Financing Order shall be pending, and (v) no appeal of any Financing Order shall be pending and no Financing Order shall be subject of a stay pending appeal or a motion for a stay pending appeal; (d) at the time of such Advance (or the issuance of such Letter of Credit), the proposed use of proceeds of such Advance (or the issuance of such Letter of Credit) is consistent with the most recently delivered and approved 13-Week Budget together with any variance permitted under Annex G in effect at such time; (e) Agent has received a certificate from Parent certifying that not less than $15,000,000 of the commitments under the DIP Term Loan Agreement are outstanding and Borrowers have utilized such proceeds (net of fees and expenses required to be paid under the DIP Term Loan Agreement on the Closing Date) to repay amounts owing by Credit Parties under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) to the extent outstanding; (f) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the aggregate Revolving Loan plus all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding (if any) would not exceed the lesser of (A) the Borrowing Base, and (B) the Maximum Amount less the then outstanding principal amount Amount; and (g) within two (2) Business Days of the Swing Line LoanPetition Date, the Canadian Court shall have issued and entered the Chapter 11 Recognition Order in form and substance satisfactory to Agent and its counsel and the Lenders. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, convert or continue any Loan as a BA 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;, and Agent or Requisite Revolving Lenders shall have determined not to make such Loan, convert or continue such Loan as a BA Loan, or incur such Letter of Credit Obligation due to the fact that such warranty or representation is untrue or incorrect; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as determined in good faith by the Requisite 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 Loan or the incurrence of any Letter of Credit Obligation, and Agent or Requisite Revolving Lenders shall have determined not to make such Loan, convert or continue such Loan as a BA Loan, or incur such Letter of Credit Obligation on the basis of such Default or Event of Default; (d) After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the lesser of the Borrowing Base and the Maximum Amount less Amount, less, in each case, the then outstanding principal amount of the Swing Line Loan. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.; or

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender Bank shall not be obligated to fund any Advance or incur any Letter of Credit Obligationrevolving credit advance, including the initial advance made on the Closing Date, if, as of the date thereof: (a) any representation or warranty by any Credit Party Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) except as occasioned by the commencement of the Chapter 11 Cases and the actions, proceedings, investigations and other matters related thereto, any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;; or (c) any Default or 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)revolving credit advance; or (d) Bank shall not have received a fully completed Notice of Revolving Advance with respect to such requested advance; or (i) The Bankruptcy Court shall not have entered the Interim Order following the expiration of the notice period required under Bankruptcy Rule 4001; (ii) the Bankruptcy Court shall not have entered the Final Order following the later of (A) the expiration of the notice period required under Bankruptcy Rule 4001 and (B) the expiration of the Interim Order; and (iii) the Interim Order or the Final Order, as the case may be, shall have been vacated or reversed, or modified or amended without Bank's consent, and an appeal of such order shall have been timely filed and, if such an appeal has been taken, a stay of such order pending appeal shall be presently effective; or (f) after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)revolving credit advance, the outstanding principal amount of the Revolving Loan would exceed (i) the Maximum Amount less Amount, or (ii) the amount then outstanding principal amount of authorized by the Swing Line LoanInterim Order or the Final Order, as applicable. The request and acceptance by any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation revolving credit advance shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 3.2 have been satisfied satisfied, and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 11.10 and of the granting and continuance of Agent’s Bank's Liens pursuant to the Collateral Loan Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, of such date in any material respect) respect as of such datedetermined 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 expressly contemplated by this AgreementAgreement 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; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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 ObligationObligations), the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base and the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance or Advance, the incurrence of any Letter of Credit Obligation Obligations or the conversion or continuation of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, or incur convert or continue any Letter of Credit ObligationLoan as a LIBOR Loan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Agent or Requisite Revolving Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance Advance, (i) 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, the then outstanding principal amount of the Swing Line Loan, or the incurrence of any Letter of Credit Obligation), (ii) the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount Borrowing Base less the then outstanding principal amount of the Swing Line Loan; 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 would exceed the Borrowing Base less the outstanding principal amount of the Revolving Loan. The request and acceptance by any the Borrower Representative of the proceeds of any Advance Loan, or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR 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 Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund its Loan or any Advance or incur any Letter of Credit Obligation, Incremental Term Loan 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 (with or untrue or incorrect in any respect to any if such representation or warranty that is not otherwise qualified as contains any materiality qualifier, including references to materiality, in any material respect“material,” “Material Adverse Effect” or dollar thresholds) as of such date, except to the extent that date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement;date); or (bi) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (c) any Default or Any Event of Default has shall have occurred and is be continuing or would result after giving effect to the Loan or any Advance Incremental Term Loan, as applicable, or (ii) a Default shall have occurred and be continuing or the incurrence of any Letter of Credit Obligation); or (d) would result after giving effect to the Loan or any Advance (or the incurrence of any Letter of Credit Obligation)Incremental Term Loan, the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loanas applicable. The request and acceptance by any Borrower of the proceeds of the Loan or any Advance or the incurrence of any Letter of Credit Obligation Incremental Term Loan, as applicable, shall be deemed to constitute, as of the date thereofof such request or acceptance, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 Sections 4.01 (with respect to the Loan only) and 4.02 have been satisfied and (ii) a reaffirmation by Borrowers each Loan Party of its guaranty of the provisions Obligations set forth in Section 12 any Loan Document and of the granting and continuance of Agent’s Liens Liens, on behalf of itself and the other Credit Parties, pursuant to the Collateral Security Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, or incur convert or continue any Letter of Credit ObligationLoan as a LIBOR Loan or BAR Loan, if, as of the date thereof: (a) any Any representation or warranty by any Credit Party Borrower contained herein or in any of the other Loan Document is Documents shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, in any material respect) 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date 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 Agent or Requisite Revolving Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the aggregate Revolving Loan would exceed the Maximum Amount less Borrowing Availability; or (e) After giving effect to any Swing Line Advance, the then outstanding principal amount of the Swing Line LoanLoan would exceed Swing Line Availability. The request and acceptance by any the Borrower of the proceeds of any Advance Loan, or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR Loan or a BAR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly provided hereinand Each Letter of Credit Obligation following the Escrow Release Date. Other than with respect to any Loans to be made on the Escrow Funding Date or the Escrow Release Date, or in connection with any Permitted Investment (in which case the terms set forth in Section 2.15(b) shall apply), no Lender shall be obligated to fund any Advance Loans (which conditions shall not apply to conversions or incur continuations of Loans) and no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit ObligationCredit, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (b) any event or circumstance having a Material Adverse Effect has occurred since the date hereof; (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)continuing; or (dc) after giving effect to any Advance (Agent and, if applicable, the applicable L/C Issuer, shall not have received a duly completed Notice of Borrowing or the incurrence of any request for Letter of Credit Obligation)issuance, the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loanamendment or renewal, as applicable. The request and acceptance by any Borrower of the proceeds of any Advance Loan or the incurrence issuance, amendment or renewal of any Letter of Credit Obligation following the Escrow Release Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers Borrower that the conditions in this Section 2.2 3.3 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Defaultsatisfied.

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall not be obligated to fund any Advance Revolving Credit Advance, convert or continue any portion of the 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 Borrower contained herein or in any other Loan Document is shall be untrue or incorrect (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement; (bi) the Bankruptcy Court shall not have entered the Interim Order following the expiration of the notice period required under Bankruptcy Rule 4001, (ii) the Bankruptcy Court shall not have entered the Final Order following the later of (A) the expiration of the notice period required under Bankruptcy Rule 4001 and (B) the expiration of the Interim Order, or (iii) the Interim Order or the Final Order, as the case may be, shall have been vacated, reversed, modified or amended without Lender's consent, or an appeal of any such order shall have been timely filed and a stay of such order pending appeal shall not be presently effective; (c) except as occasioned by the commencement of the Chapter 11 Cases and the actions, proceedings, and investigations related thereto, any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof; (cd) any Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to any Revolving Credit Advance (or the incurrence of any Letter of Credit Obligation); or (d) after giving effect to provided, that Borrowers may request that any Advance (or the incurrence of any Letter of Credit Obligation), the outstanding principal amount portion of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount of the Swing Line Loan. The request and acceptance by be converted or continued as a LIBOR Loan on any Borrower of the proceeds of any Advance or the incurrence of any Letter of Credit Obligation shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall (but not result in a waiver of such Default or Event of Default.) has occurred and is continuing;

Further Conditions to Each Loan. Except as otherwise expressly provided herein, no Lender shall be obligated to fund any Advance Loan, convert or incur continue any Letter of Credit ObligationLoan as a LIBOR Loan, 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, of such date 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof and be continuing; 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 Revolving Lenders shall have determined not to make any Loan so long as that Default is continuing; or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit Obligation)Advance, the outstanding principal amount of the Revolving Loan would exceed the Maximum Amount less the then outstanding principal amount lesser of the Swing Line LoanBorrowing Base (plus Overadvances as to which demand for payment has not been made) and the Maximum Amount. The request and acceptance by any Borrower of the proceeds of any Advance Loan, or the incurrence conversion or continuation of any Letter of Credit Obligation Loan into, or as, a LIBOR 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 Borrowers Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the provisions set forth in Section 12 and Borrower of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.

Further Conditions to Each Loan. Except as otherwise expressly --------------------------------- provided herein, no Lender shall be obligated to fund any Advance 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 (with respect to any representation or warranty that is not otherwise qualified as to materiality, 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 expressly contemplated by this Agreement;; or (b) any Any event or circumstance having a Material Adverse Effect has shall have occurred since the date hereof;hereof as determined by the Requisite Lenders; or (c) any Any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance (or the incurrence of any Letter of Credit Obligation); , and Agent or Requisite Lenders shall have determined not to make any Advance or incur any Letter of Credit Obligation as a result of that Default or Event of Default, or (d) after After giving effect to any Advance (or the incurrence of any Letter of Credit ObligationObligations), (i) the outstanding principal amount of the aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base and the Maximum Amount, or (ii) the outstanding principal amount of the Revolving Loan of the applicable Borrower or Borrower Group would exceed such Borrower's or Borrower Group's respective separate Borrowing Base. For the Maximum purposes of this Section 2.2(d), any Revolving Loan outstanding or to be made to AEC Funding shall be calculated in the US Dollar Amount less the then outstanding principal amount of the Swing Line Loanthereof. The request and acceptance by any Borrower or Borrower Group of the proceeds of any Advance Loan, or the incurrence of any Letter of Credit Obligation Obligation, shall be deemed to constitute, as of the date thereofof such request, acceptance or incurrence, (i) a representation and warranty by Borrowers that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of the cross-guaranty provisions set forth in Section 12 and of the granting and continuance of Agent’s Liens 's Liens, on behalf of itself and Lenders, pursuant to the Collateral Documents. The extension of credit by any Lender after the occurrence of any Default or Event of Default shall not result in a waiver of such Default or Event of Default.