Common use of Additional Conditions Precedent Clause in Contracts

Additional Conditions Precedent. The obligation of the Lender to make any Loan hereunder is subject to the further conditions precedent that on the date of any Borrowing of a Loan the following statements shall be true: (a) the representations and warranties made by the Borrowers in Article 7 hereunder and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budget.

Additional Conditions Precedent. The obligation of the Lender Banks to make any Loan hereunder is shall be subject to the further conditions precedent (which shall be in addition to, and shall not be deemed to limit or modify, any of the other terms and conditions hereunder) that on the date of any Borrowing of a Loan such Loan, the following statements Agent shall be truehave received the following: (a) a certificate executed by the Chief Financial Officer of each of the Co-Borrowers, dated as of such date, stating that (i) the representations and warranties made by the Borrowers contained in Article 7 hereunder 4 hereof, which for purposes of this Section, shall be deemed to relate to the Co-Borrowers and in to each Subsidiary as if each such Person were the subject of the other Facility Documents each such representation and warranty, are true and correct in all material respects on and as of the date of such Borrowing Loan as though made on and as of such date (except when such representation or warranty by its terms relates to the date hereof or another specific date; ); and (bii) No no Default or Event of Default has occurred and is continuing, continuing or would result from any such BorrowingLoan; (b) a certificate executed by the Chief Financial Officer of each of the Co-Borrowers, dated as of such date, in form and substance satisfactory to the Agent stating that the Aggregate Outstandings after giving effect to the proposed borrowing will not exceed the Commitment and demonstrating compliance, after giving effect to the proposed borrowing, the aggregate principal balance of loans made for the account of PDK shall not exceed PDK Sublimit and the aggregate principal balance of loans made for the account of Futurebiotics shall not exceed the Futurebiotics Sublimit; (c) On copies of all invoices, bills, contracts and paid receipts in connection with any capital expenditure to be purchased, made or financed with the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, proceeds of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;Loan; and (d) The aggregate unpaid principal amount of all other instruments and legal and corporate proceedings in connection with the Loans transactions contemplated by this Agreement shall not exceedbe satisfactory in form and substance to the Agent and its counsel, and after giving effect to the Agent shall have received copies of all documents which it may have reasonably requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetconnection therewith.

Additional Conditions Precedent. The obligation A. Completion of legal due diligence by the Purchaser, including review of all pleadings, including Stipulation of Settlement and Dismissal, and related legal documents in relation to the matter of Tektonrix, Inc. vs. UltraHue, Inc., Civil No. C97-1533-C in the US. District Court for the Western district of Washington, and any and all other actual or threatened legal claims by or against Seller. Seller shall provide Purchaser with all documentation in relation to the aforesaid within Five (5) calendar days of the Lender date hereof. Purchaser shall then have Twenty (20) business days to make any Loan hereunder is subject complete its review of said documentation. Upon the completion of Purchaser's due diligence, it shall advise Seller, through counsel, whether it deems this condition precedent satisfied and wishes to the further conditions precedent that on the date of any Borrowing of a Loan the following statements proceed to Closing or whether it wishes to cancel this Agreement, in which event Purchaser's Deposit shall be true:refunded in full, without delay, deduction or set off. B. Completion of accounting and business review of all aspects of Seller's business, including but not limited to annual tax returns through December 31, 1998, profit and loss statements, vendor and vendee contracts, accounts receivable and payable, etc. Again, Purchaser shall have Twenty (a20) business days to complete this review. Upon completion of Purchaser's review as described herein, it shall advise Seller whether it deems this condition precedent satisfied and wishes to proceed to Closing or whether it wishes to cancel this Agreement. In the representations and warranties made event Purchaser elects to cancel this Agreement, the Deposit shall be refunded without delay, deduction or set off. C. Acceptance by the Borrowers in Article 7 hereunder and in each Purchaser of the other Facility Documents are true and correct in all material respects on and as Seller's leases, copies of which shall be forwarded to Purchaser's attorney within Ten calendar days, or Five calendar days after receipt, if later, of the date of such Borrowing as though made on and as this Agreement. Written notice of such date; (b) No Default approval or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, disapproval shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing forwarded to the same, there shall be no motion Seller's attorneys within three business days of receipt of the Borrowers pending: (i) to reversecopy of said lease. On or before the Closing, modify or amend the Interim Order or the Final OrderSeller shall obtain its Landlord's consents, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoeverif required, to have administrative priority equal or superior an assignment of said Leases to the priority of the Lender in respect of the ObligationsPurchaser. D. Approval by Purchaser's lender, except Summit Commercial/Gibraltar Financial for Carve-Out Expenses, or it to proceed to Closing pursuant to this Agreement. If such approval is not secured within Thirty (iii30) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowinghereof, either party hereto may terminate this Agreement by serving written notice upon the Borrower may request a Borrowingother, in which event the amount of which Deposit shall not exceed be immediately refunded to Purchaser without delay, deduction or set off, and neither party shall thereafter have any further obligation or liability to the Borrowers' anticipated ordinary course expenses other, except as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetParagraph 5 hereinbefore.

Additional Conditions Precedent. The 9.1. Each obligation of Holding Company and Interim Bank to be performed on or prior to the Lender to make any Loan hereunder is Effective Date shall be subject to the further conditions precedent that satisfaction, on or before the date Effective Date, of any Borrowing of a Loan the following statements shall be trueadditional conditions: (a) the The representations and warranties made by the Borrowers First National and Interim Bank in Article 7 hereunder this Agreement shall be true as though such representations and in each of the other Facility Documents are true and correct in all material respects warranties had been made or given on and as of the date of such Borrowing as though made on and as of such dateEffective Date; (b) No Default Holding Company shall have received a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.P. in form and substance satisfactory to it that: (i) First National is a duly organized, and validly existing national banking association under the laws of the United States of America; (ii) the execution and delivery of this Agreement did not, and the consummation of the reorganization and merger contemplated hereby will not, violate any provisions of the Articles of Association of First National; (iii) Interim Bank is a duly organized and validly existing national banking association under the laws of the United States of America. (iv) the execution and delivery of this Agreement did not, and the consummation of the reorganization and merger contemplated hereby will not, violate any provisions of the Articles of Association or Event Bylaws of Default has occurred Interim Bank; and (v) The Board of Directors and shareholders of First National and Interim Bank have taken all corporate action required by their respective Articles of Association and Bylaws and by the applicable banking laws to authorize the execution and delivery of this Agreement and to approve the reorganization and merger in accordance with the terms of this Agreement; First National and Interim Bank have obtained the requisite approvals from the Board of Governors of the Federal Reserve System and other regulatory bodies to whom First National and Interim Bank are subject, to consummate the reorganization and merger contemplated by this Agreement; and this Agreement is continuinga legal, valid and binding agreement of First National and Interim Bank in accordance with its terms. 9.2. Each obligation of First National to be performed on or would result from prior to the Effective Date shall be subject to the satisfaction, on or before the Effective Date, of the following additional conditions: (a) The representations and warranties made by Holding Company and by Interim Bank contained in this Agreement shall be true as though such Borrowingrepresentations and warranties had been made or given at and as of the Effective Date; (b) This Agreement and the transactions contemplated herein shall have been duly and validly authorized, approved and adopted by the Board of Directors of Holding Company and the shareholders of Interim Bank; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender First National shall have joined received a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.P. in or expressly consented in writing form and substance satisfactory to the same, there shall be no motion of the Borrowers pending: First National that: (i) to reverseHolding Company is duly organized, modify or amend validly existing and in good standing under the Interim Order or laws of the Final OrderState of Mississippi, and its authorized and issued common stock and preferred stock as of the case may be, or Effective Date is as stated in this Agreement; (ii) Holding Company has corporate power to permit any administrative expense or unsecured claim against execute and deliver this Agreement; the Borrowers, now existing or hereafter arising, Board of any kind or nature whatsoeverDirectors of Holding Company has taken all action required by its Articles of Incorporation and Bylaws to authorize such execution and delivery, to have administrative priority equal or superior approve the reorganization and merger contemplated hereby, and to authorize the priority issuance of the Lender shares of Holding Company stock necessary to consummate the reorganization and merger; and this Agreement is a legal, valid and binding agreement of Holding Company in respect of the Obligations, except for Carve-Out Expenses, or accordance with its terms; (iii) The shares of common stock of Holding Company to grant or permit the granting of a Lien on any Collateralbe issued pursuant to this Agreement have been duly authorized and, when issued and delivered as contemplated by this Agreement, will have been legally and validly issued and will be fully paid and nonassessable; (div) The aggregate unpaid principal amount Interim Bank is a national banking association duly organized, validly existing and in good standing under the laws of the Loans shall not exceed, United States of America and after giving effect to the requested Borrowing will not exceed, the Commitments then availableits authorized and issued common stock is as stated in this Agreement; and (ev) Up Interim Bank has corporate power to fourteen days in advance execute and deliver this Agreement; the Board of Directors and the date shareholders of a Borrowing, Interim Bank have taken all action required by its Articles of Association and Bylaws and by the Borrower may request a Borrowing, applicable banking laws to authorize such execution and delivery and to approve the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there reorganization and merger; and this Agreement is a dispute between the parties as to whether the Borrowers are in compliance with the Budgetlegal, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an valid and binding agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or Interim Bank in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance accordance with the Budgetits terms.

Additional Conditions Precedent. The availability for utilisation of an Additional Term Facility and the obligation of the Lender Issuer to any Borrower to make any Loan hereunder an Additional Term Advance available under Clause 7.3 (Advance of a Term Advance) is subject to satisfaction or waiver of the further conditions precedent that, on the relevant Drawdown Date: 4.2.1 the relevant Borrower has delivered a duly completed Notice of Drawdown; 4.2.2 the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) have received, or are satisfied that on the date Drawdown Date they will receive, all of any Borrowing the information, documents and other matters set out in Part 2 of a Loan Schedule 1 (Additional Conditions Precedent) in form and substance satisfactory to the following statements Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor) (or to the extent not so received, satisfied or waived by the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) and the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) have notified the relevant Borrower of the same (which notification shall be true:given promptly following such receipt, satisfaction or waiver); 4.2.3 the Cash Manager (a) the representations and warranties made by the Borrowers in Article 7 hereunder and in each on behalf of the other Facility Documents are Issuer) has confirmed to the Borrower Security Trustee and the Issuer in writing that the Issuer has available to it on the relevant Drawdown Date sufficient proceeds from an issue of Additional Notes to permit the Issuer to make the relevant Additional Term Advance; 4.2.4 the Repeating Representations are, in the light of the facts and circumstances subsisting at the relevant Drawdown Date, true and correct in all material respects on and as correct; Back to Contents 4.2.5 no Loan Event of the date of such Borrowing as though made on and as of such date; (b) No Default or Potential Loan Event of Default has occurred and is continuing, continuing (and has not been waived) or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion making of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableAdditional Term Advance; and 4.2.6 if the Additional Term Advance is to be funded by an issue of Further Notes or New Notes, the conditions set out in Condition 19 (eFurther and New Note Issues) Up to fourteen days for the issuance of Further Notes (in advance of the date case of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth Further Term Facility) and New Notes (in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days case of a request for Borrowing whether New Term Facility) have been satisfied or waived and the Borrowers are in compliance with Issuer will issue Further Notes or New Notes on or prior to the Budgetrelevant Drawdown Date.

Additional Conditions Precedent. (a) The obligation of Purchaser to close the Lender to make any Loan hereunder is transaction contemplated hereby is, at Purchaser’s option, further subject to the further conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truefollowing: (ai) the All representations and warranties made by the Borrowers in Article 7 hereunder and in each of the other Facility Documents are Seller contained in this Agreement being true and correct in all material respects on at and as of the Closing Date; (ii) All obligations and covenants of Seller contained in this Agreement to have been performed on or before the Closing Date having been timely and duly performed in all material respects; (iii) The irrevocable commitment by the Title Company to issue on the Closing Date, the Title Policy. As a condition of the Closing, the Title Reports shall be later dated to cover the Closing and recording of the Deeds, and the Title Company shall deliver the Title Policy, or a “marked-up” title commitment, to Purchaser, concurrently with the Closing; (iv) There being no material adverse change in the financial performance or physical condition of the Property from the date of the waiver of the Feasibility Condition through the Closing Date; (v) Purchaser’s receipt of all Regulatory Clearances; (vi) No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect unless supported or encouraged by Purchaser. No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental agency that makes the consummation of the transactions contemplated hereby illegal; (vii) Seller has received (or the City of Portland shall be prepared to issue, following the Closing, without the satisfaction of any condition except payment of a permit fee) the conditional use approval and the building permits necessary to commence the construction of the Memory Care Expansion (the “Memory Care Expansion Permits”), and, with respect to any Memory Care Expansion Permits issued prior to the Closing Date, any applicable administrative appeal periods shall have expired with respect to such Borrowing as though made on Memory Care Expansion Permits and as no legal challenges, including referenda, initiatives or suits, have been filed or initiated with respect to such Memory Care Expansion Permits; and (viii) At or prior to Closing, Purchaser and Property Manager shall have executed and delivered the New Management Agreement in the form approved by Purchaser prior to the expiration of such date;the Contingency Period. (b) No Default If any of the conditions precedent set forth in Section 9.3(a) (other than Sections 9.3(a)(vii) or Event of Default 9.3(a)(viii)) has occurred and is continuing, not been satisfied on or would result from such Borrowing; (c) On before the date of such Borrowing, the Interim Order or the Final OrderClosing Date, as the case may bebe extended pursuant to this Agreement, Purchaser shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) notify Seller in writing that Purchaser has elected to reversewaive the unsatisfied conditions, modify or amend in which event the Interim Order or the Final Order, as the case may beparties shall proceed to Closing pursuant to Section 5.1, or (ii) notify Seller in writing that Purchaser has elected to permit any administrative expense or unsecured claim against terminate this Agreement in which event, the BorrowersDeposit and the Additional Deposit and all other funds held by Escrowee for the benefit of Purchaser shall be refunded to Purchaser, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, this Agreement shall become null and void (except for Carve-Out Expenses, or those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (iii) except pursuant to grant or permit those provisions that expressly survive the granting termination of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advancethis Agreement). In the event there that the condition precedent set forth in Section 9.3(a)(v) is not satisfied on or before the Closing Date, as may be extended pursuant to this Agreement, solely as a dispute between result of a Purchaser Regulatory Failure, Section 9.3(c) below (as opposed to this Section 9.3(b)) shall apply to such failure. (c) If either condition precedent set forth in Section 9.3(a)(v) (to the extent resulting solely from a Purchaser Regulatory Failure) or 9.3(a)(viii) has not been satisfied on or before the Closing Date, as may be extended pursuant to this Agreement, Purchaser shall (i) notify Seller in writing that Purchaser has elected to waive the unsatisfied conditions, in which event the parties as shall proceed to whether the Borrowers are Closing pursuant to Section 5.1, or (ii) notify Seller in compliance with the Budgetwriting that Purchaser has elected to terminate this Agreement in which event, the Lender Deposit and the Additional Deposit shall continue be paid to fund Loans into a segregated account Seller, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the Borrowers that may not be drawn upon parties shall have no further obligations hereunder (except pursuant to an order of those provisions that expressly survive the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision termination of this Agreement). (d) If the condition precedent set forth in Section 9.3(a)(vii) has not been satisfied on or before the Closing Date, Lender shall inform the Borroweras may be extended pursuant to Section 5.1, either orally party may elect to extend the Closing Date for a time period reasonably necessary to satisfy such condition precedent by delivering written notice of such election to the other party on prior to the then scheduled Closing Date. If neither party so delivers notice of its election to extend the Closing Date pursuant to this Section 9.3(d), then this Agreement shall automatically terminate as of such then scheduled Closing Date, in which event, the Deposit and the Additional Deposit and all other funds held by Escrowee for the benefit of Purchaser shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement). In the event that the condition precedent set forth in Section 9.3(a)(vii) has not been satisfied within sixty (60) days following the Closing Date (as the same may have been extended on account of all exercised Extension Options), Purchaser may elect to terminate this Agreement in which event, the Deposit and the Additional Deposit and all other funds held by Escrowee shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement). (e) If this Agreement terminates because of the non-satisfaction of any condition to Closing, (i) the fees and expenses of Escrowee and/or the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Purchaser (except in the event that either Purchaser or in writing within 3 business days of a request for Borrowing whether the Borrowers Seller are in compliance default under this Agreement, in which case the defaulting party shall pay the entire amount of such fees and expenses), and (ii) all documents deposited by Purchaser and Seller with Escrowee shall be returned to the Budgetapplicable party. The provisions of this Section 9.3(e) shall survive any termination of this Agreement.

Additional Conditions Precedent. The Banks shall have no obligation of the Lender to make any Loan hereunder is subject Loans and the Issuing Bank has no obligation to issue any Letter of Credit (including the further initial Loans and Letter of Credit) unless the following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) The Agent shall have timely received, with a copy for each Bank, a Borrowing Request requesting a Borrowing on such date, duly completed and executed by a Responsible Officer of the Borrower, which Borrowing Request shall affirmatively certify that: (i) All representations and warranties made by the Borrowers in Article 7 hereunder and in each Borrower or any Subsidiary of the other Facility Documents are Borrower in any Loan Document shall be true and correct in all material respects on and as of the date Borrowing Date (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such Borrowing as though representations and warranties have been made on and as of the Borrowing Date; (ii) No Borrowing Base Deficiency would exist after giving effect to the Loans requested to be made, or Letters of Credit requested to be issued, on such date; (biii) No Default or Event of Default then exists either before or after giving effect to the making of such Loan or the issuing of such Letter of Credit; (iv) No material litigation (other than Existing Litigation) is pending or, to the best knowledge of the Borrower after due inquiry, threatened against the Borrower or any Subsidiary of the Borrower and no material adverse development has occurred in any Existing Litigation; and (v) No event or state of affairs which could reasonably be expected to result in a Material Adverse Effect has occurred since June 30, 1996. (b) Each of the Borrower and is continuing, each Subsidiary Guarantor shall have performed and complied with all agreements and other conditions required in the Operative Documents to be performed or would result from such Borrowing;complied with by it on or prior to the Borrowing Date. (c) On the date The making of such Borrowing, the Interim Order Loans or the Final Order, as the case may be, issuance of such Letter of Credit shall not be in full force and effect prohibited by any Requirement of Law and shall not have been reversedsubject the Agent, stayedthe Issuing Bank or any Bank to any penalty or other onerous condition under or pursuant to any such law, modified regulation or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;order. (d) The aggregate unpaid principal amount of the Loans Maturity Date shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; andhave occurred. (e) Up to fourteen days in advance The sum of the date of a Borrowing, the Borrower may request a Borrowing, (i) the amount of which the requested Borrowing and/or the face amount of the requested Letter of Credit plus (ii) the Utilized Credit shall not exceed the Borrowers' anticipated ordinary course expenses Borrowing Base then in effect. Each Borrowing hereunder shall constitute a representation and warranty by the Borrower and each Subsidiary Guarantor as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers Borrowing Date that may not be drawn upon except pursuant to an order all of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of conditions contained in this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetSection 4.2 have been satisfied.

Additional Conditions Precedent. The obligation of the Lender to make any Loan hereunder is subject In addition to the further conditions precedent that on the date of any Borrowing of a Loan set forth in Article II and Section 9.2 above, the following statements shall be trueadditional conditions apply to the making of each subsequent Advance under the Loan: (a) Borrower will deliver to the Administrative Agent an Advance Request substantially in the form of Exhibit C; (b) if applicable, any necessary Governmental Authority will have consented in writing to the granting of the Liens and other rights contemplated by the Mortgages, and that written consent will be reasonably satisfactory in form and substance to the Administrative Agent; (c) Upon the Administrative Agent’s reasonable request and to the extent not previously provided, Borrower will obtain and deliver to the Administrative Agent any other documents, including Lien waivers, additional Subordination Agreements, certificates, consents and other approvals required from third parties, all in form and substance acceptable to the Administrative Agent, necessary to the preservation of the Administrative Agent’s first-priority Lien on all of the Borrower’s assets; (d) For each Well for which Borrower is the Operator, Borrower and Operator will execute and deliver to the Administrative Agent the Operating Agreements for each Well that is the subject of any pending Advance, and each of those agreements (including the C▇▇▇▇ provisions) will be in form and substance reasonably satisfactory to the Administrative Agent; (e) To the extent not previously delivered to the Administrative Agent, including in connection with any additional Properties acquired by Borrower after the Closing Date, Borrower will deliver to the Administrative Agent such documents as the Administrative Agent may reasonably request, including supplemental or additional title opinions, permits or consents required by any Governmental Authority; (f) To the extent not previously delivered to the Administrative Agent or its designee and acknowledged in writing by the Administrative Agent, Borrower will have provided evidence satisfactory to the Administrative Agent that all seismic and other geological, geophysical, engineering and well data relating to the Properties and owned by Borrower and has been or will be assigned to Borrower free of any encumbrance except for existing third party agreements; (g) To the extent not previously delivered to the Administrative Agent, Borrower will deliver to the Administrative Agent an opinion or opinions of counsel to Borrower covering any Loan Document executed and delivered to the Administrative Agent after the Closing Date, and each such opinion will be satisfactory to the Administrative Agent and its counsel and will provide that the Administrative Agent, each of the Lenders and their respective lenders or assignees will be entitled to rely upon it; (h) To the extent not previously delivered to Administrative Agent, Mortgages on any Properties of Borrower that constitute real property or, to the extent the Properties are comprised of Leases that are not deemed to be real property by the applicable jurisdiction, appropriate documentation granting Lender a security interest in all rights of Borrower to such Leases; (i) At the time of and immediately after giving effect to such Advance, no Default shall have occurred and be continuing; (j) At the time of and immediately after giving effect to such Advance, no Material Adverse Effect shall have occurred; (k) The representations and warranties made by the Borrowers of Borrower set forth in Article 7 hereunder this Agreement and in each of the other Facility Loan Documents are shall be true and correct in all material respects on and as of the date of such Borrowing as though made borrowing, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such borrowing, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; (bl) No Default or Event The making of Default has occurred and is continuingsuch Advances would not conflict with, or would result from such Borrowingcause Administrative Agent or any Lender to violate or exceed, any applicable Governmental Requirement, and no change in law shall have occurred, and no litigation shall be pending or threatened, which does or, seeks to, enjoin, prohibit or restrain, the making or repayment of any Advance or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; (cm) On Borrower will deliver to the Administrative Agent a certificate from an authorized officer of Borrower representing and warranting that the matters specified in Section 9.3(i)-(l) are true and correct as of the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateralcertification; (dn) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableBorrower has implemented a commodity price risk management program as required by Section 6.20 above; and (eo) Up to fourteen days in advance To the extent the scope of insurance required by Section 6.9 above has changed since the Closing Date as a result of the date approval of a Borrowingrevised Development Plan by the Administrative Agent, the Borrower may request a Borrowing, Administrative Agent has approved Borrower’s insurance coverage and determined that it is satisfactory for Borrower’s operations as contemplated by the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetthen applicable Development Plan.

Additional Conditions Precedent. The obligation of the Lender Purchaser to make any Loan hereunder Prepayments is subject to the further following conditions precedent having been complied with to the satisfaction of, or waived in writing by, Purchaser on or before the Closing Date (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to Purchaser and, unless otherwise specified, to be dated the Closing Date); provided, that it shall not be a condition precedent to the obligation of Purchaser that any document be produced or action taken that is to be produced or taken by Purchaser or by a Person within Purchaser’s control: (i) No circumstance, fact or condition shall exist that, in the reasonable opinion of Purchaser (upon advice of legal counsel), would make it illegal under applicable law for (A) Purchaser to make any of the Prepayments or (B) for any party to execute, deliver and perform the Operative Documents to which it is a party; and (ii) no action or proceeding shall have been commenced, nor shall any action or proceeding be threatened, before any court or governmental agency, nor shall any order, judgment or decree have been issued by any court or governmental agency, prior to the Closing Date, in any such case, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement, the Master Agreement or any other Operative Document or the transactions contemplated hereby or thereby. (b) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect on the date Closing Date and an originally executed counterpart of any Borrowing each shall have been delivered to the Purchaser: (i) this Agreement; (ii) the Master Agreement; (iii) the Security Agreement; and (iv) all other Security Documents. (c) Purchaser shall have received the following: (i) evidence authorizing all of the execution, delivery and performance by Supplier, of this Agreement, the Master Agreement and each other Operative Document to which Supplier is or will be a party; (ii) a copy of a Loan good standing certificate (to the extent such concept exists) from the applicable Government Entity of Supplier’s jurisdiction of incorporation, organization or formation; (iii) a copy of (A) each organizational document of Supplier certified, to the extent applicable, as of a recent date by the applicable Government Entity, (B) signature and incumbency certificates of the responsible officers of Supplier executing the Operative Documents, (C) resolutions of the board of directors and/or similar governing bodies of Supplier approving and authorizing the execution, delivery and performance of the Operative Documents, certified as of the Closing Date by its secretary, an assistant secretary or a responsible officer as being in full force and effect and that such resolutions or written consents have not been modified, rescinded or amended, (D) customary Lien searches in any applicable jurisdiction including any tax, judgment and bankruptcy Lien searches with respect to Supplier, in each case, performed in the jurisdiction of organization of such Supplier or any other relevant jurisdiction, and (E) an executed legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special German counsel to Corden Pharma GmbH, in each case in form and substance reasonably satisfactory to the Purchaser; and (iv) such other documents and evidence with respect to the Supplier as the Purchaser or its counsel may reasonably request to establish the consummation of the transactions required to be completed by this Agreement and the other Operative Documents as of the Closing Date, the taking of all corporate proceedings in connection therewith, and compliance with the conditions herein or therein set forth. (d) On the Closing Date the following statements shall be truecorrect, and Purchaser shall have received evidence reasonably satisfactory to it to the effect that: (ai) the representations and warranties made by the Borrowers of Supplier contained in Article 7 hereunder and in each of the this Agreement or any other Facility Documents are Operative Document shall be true and correct in all material respects on and as of the date of such Borrowing Closing Date as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date); (bii) No all approvals and consents, if any, of any trustee or holder of any indebtedness or obligation of the Supplier or any of its respective Affiliates that are required in connection with any of the transactions contemplated by this Agreement shall have been duly obtained; (iii) no event shall have occurred and be continuing which constitutes a Default or an Event of Default has occurred under this Agreement; and (iv) all reports to, and is continuingall acceptances, approvals and consents of, any Government Entity that are required in connection with any of the transactions contemplated by this Agreement, the Master Agreement or any other Operative Document, or would result from in connection with Supplier’s performance of its obligations under such Borrowing;agreements, shall have been duly made or obtained, and no suit or proceeding by any Government Entity or third party opposing any of the transactions contemplated by this Agreement shall be pending or threatened. (ce) On All appropriate action, if any, required to have been taken by any Government Entity of Switzerland, Germany, the date United States or other applicable jurisdiction, on or prior to the Closing Date in connection with the transactions contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals, if any, of such BorrowingGovernment Entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement shall have been issued, the Interim Order or the Final Orderand all such orders, as the case may bepermits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Closing Date. It is further understood and agreed that as conditions precedent to Purchaser’s obligation to make any Prepayment following the Closing Date, the following shall not have been reversedcomplied with to the satisfaction of, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented waived in writing to the sameby, there shall be no motion of the Borrowers pendingPurchaser: (i) to reversethe condition set forth in paragraph (a) of this Section 4, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender conditions set forth in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; paragraphs (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up of this Section 4, and, solely with respect to fourteen days any Additional Collateral, the conditions set forth in advance paragraphs (b)(iv) and (c) of this Section 4 (provided that references therein to “Closing Date” shall, for each of these purposes be deemed to refer to the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advanceapplicable Prepayment). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budget.

Additional Conditions Precedent. The obligation obligations of the Lender Banks to make any Loan Loans pursuant to a borrowing which increases the amount outstanding hereunder is (including the initial borrowing) shall be subject to the further conditions precedent that on the date of any Borrowing of a Loan such Loans: (a) the following statements shall be true: (ai) the representations and warranties made by the Borrowers contained in Article 7 hereunder 6 and in each of the any other Facility Documents Document are true and correct in all material respects on and as of the date of such Borrowing Loans as though made on and as of such date;; and (bii) No no Default or Event of Default has occurred and is continuing, or would result from such Borrowing;Loans. (b) The Banks shall have reviewed, and shall be satisfied with, the terms and conditions of, and the documentation relating to, the closing of the NDM Acquisition, and the other transactions contemplated hereby. The Banks shall also have reviewed, and shall be satisfied with, the pro forma financial statements for the combined operations of Borrower and NDM, as of the closing of the NDM Acquisition. (c) On the date of such BorrowingThe Banks shall have reviewed, and shall be satisfied with, the Interim Order condition (financial and otherwise), operations, assets, title and nature of assets, liabilities and prospects of the Borrower, and its respective Subsidiaries, and of NDM. (d) The Banks shall have reviewed, and shall be satisfied with, (i) the Borrower's tax assumptions, and (ii) the corporate, organizational, capital, and legal structure of the Borrower, NDM, and their respective Subsidiaries. (e) The Banks shall be satisfied that the borrowings under this Agreement and other funding for the NDM Acquisition are in full compliance with all legal requirements, including without limitation Regulations G, T, U and X of the Board of Governors of the Federal Reserve System, and that the NDM Acquisition is in compliance with all applicable legal requirements including, if applicable, the Hart-Scott-Rodino ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇rities law requirements. (f) The Banks shall be satisfied that the Borrower, NDM, and their respective Subsidiaries comply in all material respects with all applicable U.S. federal, state and local laws and regulations, including all Environmental Laws. (g) The Banks shall have reviewed, and shall be satisfied with, an environmental risk assessment (including the potential levels of environmental liability set forth therein) with respect to NDM and its Subsidiaries. (h) The Banks shall have reviewed, and shall be satisfied with, the insurance program of the Borrower, NDM, and their respective Subsidiaries. (i) The Banks shall have reviewed, and shall be satisfied with, all financial information concerning the NDM Acquisition furnished to Borrower pursuant to the agreements memorializing the NDM Acquisition. (j) The Banks shall have reviewed, and shall be satisfied with, information concerning any litigation relating to or arising out of NDM, the Final OrderAcquisition or any of the other transactions contemplated by this Agreement. (k) the Agent shall have received such other approvals, opinions or documents as the case Agent or any Bank may be, reasonably request. (l) Guaranties to each Bank from each Subsidiary shall be in full force and effect and shall not have been reversedunrevoked. (m) The Security Agreements of Borrower and each Guarantor, stayedand all other Facility Documents, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, full force and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgeteffect.

Additional Conditions Precedent. The obligation of the any Lender to make any Loan hereunder is subject to the further conditions precedent that on the date of any Borrowing of a Loan the following statements shall be true: (( a) the representations and warranties made by the Borrowers Borrower in Article 7 hereunder and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such date; (( b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (( c) On the date of such Borrowing, the Interim Order or the Final Bankruptcy Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender Lenders shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers Borrower pending: (i) to reverse, modify or amend the Interim Order or the Final Bankruptcy Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the BorrowersBorrower, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateralproperty or assets of the Borrower; (( d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (( e) Up to fourteen days in advance The amount of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which requested Borrowing shall not exceed the Borrowers' amount by which the Borrower's anticipated ordinary course expenses as set forth in the Budget for the fourteen ten day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform notice exceeds the Borrower's anticipated cash flow for such period, either orally or which, on and after the Subsequent Advance Date, shall be in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance accordance with the Budget.

Additional Conditions Precedent. The obligation In addition to the conditions set forth in Article VI of the Lender to make any Loan hereunder is subject to Stock Purchase Agreement, the further conditions precedent that on the date of any Borrowing of a Loan the following statements shall be trueParties agree that: (a) The obligations of Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Purchaser, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Seller to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties made by the Borrowers of Seller contained in Article 7 hereunder this Amendment Agreement shall be true and correct in each all Material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other Facility Documents than those representations and warranties made as of a specified date, which representations and warranties shall be true and correct in all Material respects as of such specified date), in the understanding that such “Materiality” qualifier shall not be applicable to those representations contained in Section I(b) under the Representations and Warranties section of this Amendment Agreement (Authorization). (b) The obligations of Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Purchaser and the Joint Obligor to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties of Purchaser and Joint Obligor contained in this Amendment Agreement shall be true and correct in all material respects on and as of the date of such Borrowing this Agreement and as though of the Closing Date as if made on at and as of such date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgettime.

Additional Conditions Precedent. The obligation obligations of the Lender Banks to make any Loan hereunder is or of the Issuing Bank to issue any Letter of Credit shall be subject to the further conditions precedent (which shall be in addition to, and shall not be deemed to limit or modify, any of the other terms and conditions hereunder) that on the date of any Borrowing the making of a such Loan or the issuance of such Letter of Credit: (a) the following statements shall be true: (ai) (A) with respect to any Loan made to, and any Letter of Credit issued for the account of, the Borrower on the Effective Date, the representations and warranties made by the Borrowers contained in Article 7 hereunder hereof and in each the other Facility Documents are true and correct on and as of the date, (B) and with respect to any Loan made and any Letter of Credit issued after the Effective Date, the representations and warranties contained in Article 7 hereof and in the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing Loan or Letter of Credit, as the case may be, as though made on and as of such date; provided that for the purposes of this Section 6.2(a)(i)(B) only, (x) whenever any of the representations or warranties contained in Article 7 hereof are qualified by the phrase "material adverse effect on the operations, business, property or financial condition of the Borrower or any Subsidiary of the Borrower or on the ability of the Borrower or Subsidiary of the Borrower to perform its obligations hereunder" or by any phrase having a substantially similar meaning, any such phrase shall be deemed deleted and the phrase "material adverse effect on the operations, business, property or financial condition of the Borrower and its Subsidiaries, taken as a whole, or on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder" or a phrase of substantially similar meaning shall be deemed inserted in lieu thereof, and (Y) the representation/ warranty contained in Section 7.19 hereof shall be deemed deleted and in lieu thereof "The Borrower and its Subsidiaries, taken as a whole, are Solvent" shall be deemed inserted; (bii) No no Default or Event of Default has occurred and is continuing, continuing or would result from any such Borrowing; (c) On the date Loan or Letter of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableCredit; and (eiii) Up no material adverse change shall have occurred in the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or, with respect to fourteen days any Loan made to, or any Letter of Credit issued on behalf of, the Borrower on the Effective Date, in advance the ability of the Borrower or any such Subsidiary to perform any of its obligations under this Agreement or under any of the other Facility Documents (the phrase "under this Agreement or under any of the other Facility Documents" is hereinafter, "hereunder") or, with respect to any Loan made, and any Letter of Credit issued, after the Effective Date, in the ability of the Borrower and its Consolidated Subsidiaries, taken as a whole to perform their obligations hereunder, since the date of a Borrowingthe most recent financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent and the Banks hereunder or in connection herewith; and (b) the Administrative Agent shall have received such approvals, opinions, documents or instruments as the Administrative Agent, the Borrower Issuing Bank or any Bank may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetreasonably request.

Additional Conditions Precedent. The availability for utilisation of an Additional Term Facility and the obligation of the Lender Issuer to the Borrower to make any Loan hereunder an Additional Term Advance available under Clause 5.3 (Advance of a Term Advance) is subject to satisfaction or waiver of the further following conditions precedent precedent, on the relevant Drawdown Date: 4.2.1 the Borrower has delivered a duly completed Notice of Drawdown; 4.2.2 each of the Issuer and the Borrower Security Trustee has received, or is satisfied that on the date Drawdown Date it will receive, all of any Borrowing the information, documents and other matters set out in Part 2 (Additional Conditions Precedents) of a Loan Schedule 1 (Conditions Precedent) in form and substance satisfactory to the following statements shall be true: (a) Borrower Security Trustee and the representations Issuer and warranties made by the Borrowers in Article 7 hereunder and in each that all of the other Facility Documents are Additional Condition Precedents have been satisfied (or to the extent not so received or satisfied such conditions precedent have been waived by the Borrower Security Trustee and the Issuer and the Borrower has been notified of the same (which notification shall be given promptly by the Issuer and the Borrower Security Trustee following such waiver)); 4.2.3 the Cash Administrator (on behalf of the Issuer) has confirmed to the Borrower Security Trustee and the Issuer in writing that the Issuer has available to it on the relevant Drawdown Date sufficient proceeds from an issue of Additional Notes to permit the Issuer to make the relevant Additional Term Advance; 4.2.4 the Borrower (on behalf of the Securitisation Group) has certified in the Notice of Drawdown that the Repeating Representations are, in the light of the facts and circumstances subsisting at the relevant Drawdown Date, true and correct in all material respects (or, to the extent that they are not true, the Borrower has disclosed the relevant matters to the Issuer, the Borrower Security Trustee and the Rating Agencies; 4.2.5 the Borrower (on and as behalf of the date Securitisation Group) has certified in the Notice of such Borrowing as though made on and as Drawdown that no Loan Event of such date; (b) No Default or Potential Loan Event of Default has occurred and is continuing, continuing (unless waived) or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion making of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableAdditional Term Advance; and (e) Up 4.2.6 any necessary amendments have been made to fourteen days in advance of the date of a Borrowing, the Borrower may request a BorrowingTransaction Documents and/or the Issuer Transaction Documents in form and substance satisfactory to the Borrower Security Trustee and/or the Trustee, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetrespectively.

Additional Conditions Precedent. The obligation obligations of the Lender Banks to make any Revolving Credit Loan hereunder is shall be subject to the further conditions precedent (which shall be in addition to, and shall not be deemed to limit or modify, any of the other terms and conditions hereunder) that on the date of any Borrowing of a such Revolving Credit Loan the following statements Banks shall be truehave received the following: (a) a certificate executed by the Chief Financial Officer or the Chief Executive Officer of the Borrower dated as of such date, stating that (i) the representations and warranties made by the Borrowers contained in Article 7 hereunder 6 hereof, which for purposes of this Section, shall be deemed to relate to the Borrower and in to each Guarantor as if each Person were the subject of the other Facility Documents each such representation and warranty, are true and correct in all material respects on and as of the date of such Borrowing Revolving Credit Loan as though made on and as of such date (except when such representation or warranty by its terms relates to the date hereof or another specific date; ; (bii) No no Default or Event of Default has occurred and is continuing, continuing or would result from any such Borrowing; Revolving Credit Loan; (ciii) On since the date of the most recent Borrowing Base Certificate there has been no material adverse change in the Borrowing Base; and (iv) since the date of the most recent financial statements delivered hereunder there has been no material adverse change in the business, properties, prospects, financial or other condition of the Borrower or any Guarantor; and (v) the proceeds of such BorrowingRevolving Credit Loan shall be used in accordance with all applicable provisions of this Agreement, including, without limitation, the Interim Order provisions of Section 8.7 hereof. (b) a certificate executed by the Chief Financial Officer or the Final OrderChief Executive Officer of the Borrower, dated as the case may beof such date, shall be in full force form and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing substance satisfactory to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and Banks stating that after giving effect to the requested Borrowing proposed borrowing, Aggregate Outstandings, will not exceed, exceed the lesser of (i) the total Commitments or (ii) the Borrowing Base then availablein effect; and (ec) Up to fourteen days in advance a copy of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrower's most recent Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except Base Certificate delivered pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetSection 7.8 hereof.

Additional Conditions Precedent. The obligation Purchaser's obligations hereunder are subject to satisfaction by Seller of the following conditions precedent on or before the Closing Date: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to make Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any Loan hereunder is subject voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the further conditions precedent that on the date of any Borrowing appointment of a Loan trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the following statements shall be true: Equipment and (av) other materials reasonably requested by Purchaser establishing Seller's title in and to the representations Equipment and warranties made by supporting that the Borrowers in Article 7 hereunder and in each Purchase Price of the other Facility Documents are true Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and correct notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects on with all agreements and as of conditions required by this Agreement to be performed or complied with by it prior to or at the date of such Borrowing as though made on and as of such date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableClosing; and (e) Up J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating to fourteen days in advance of the date of a Borrowing, Equipment and the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetLease.

Additional Conditions Precedent. The obligation Purchaser's obligations hereunder are subject to satisfaction by Seller of the following conditions precedent on or before the Closing Date: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to make Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the Lease, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have delivered to Purchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned to Purchaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any Loan hereunder is subject voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the further conditions precedent that on the date of any Borrowing appointment of a Loan trustee or receiver with respect to itself or for a substantial part of Lessee's property. G. Seller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the following statements shall be true: Equipment and (av) other materials reasonably requested by Purchaser establishing Seller's title in and to the representations Equipment and warranties made by supporting that the Borrowers in Article 7 hereunder and in each Purchase Price of the other Facility Documents are true Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and correct notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects on with all agreements and as of conditions required by this Agreement to be performed or complied with by it prior to or at the date of such Borrowing as though made on and as of such date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableClosing; and (e) Up J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating to fourteen days in advance of the date of a Borrowing, Equipment and the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetLease.

Additional Conditions Precedent. The obligation obligations of the Lender Banks to make any Loan hereunder is or of the Issuing Bank to issue any Letter of Credit shall be subject to the further conditions precedent (which shall be in addition to, and shall not be deemed to limit or modify, any of the other terms and conditions hereunder) that on the date of any Borrowing the making of a such Loan or the issuance of such Letter of Credit: (a) the following statements shall be true: (ai) (A) with respect to any Loan made to, and any Letter of Credit issued for the account of, the Borrower on the Effective Date, the representations and warranties made by the Borrowers contained in Article 7 hereunder 6 hereof are true and in each correct on and as of the other Facility Documents date, (B) and with respect to any Loan made and any Letter of Credit issued after the Effective Date, the representations and warranties contained in Article 6 hereof are true and correct in all material respects on and as of the date of such Borrowing Loan or Letter of Credit, as the case may be, as though made on and as of such date;; provided that for the purposes of this Section 5.02(a)(i)(B) only, (x) whenever any of the representations or warranties contained in Article 6 hereof are qualified by the phrase "material adverse effect on the operations, business, property or financial condition of the Borrower or any Subsidiary of the Borrower or on the ability of the Borrower or Subsidiary of the Borrower to perform its obligations hereunder" or by any phrase having a substantially similar meaning, any such phrase shall be deemed deleted and the phrase "material adverse effect on the operations, business, property or financial condition of the Borrower and its Subsidiaries, taken as a whole, or on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder" or a phrase of substantially similar meaning shall be deemed inserted in lieu thereof, and (y) the representation/ warranty contained in Section 6.19 hereof shall be deemed deleted and in lieu thereof "The Borrower and its Subsidiaries, taken as a whole, are Solvent." shall be deemed inserted. (bii) No Default or Event of no Default has occurred and is continuingcontinuing or would result from any such Loan or Letter of Credit, no Event of Default pursuant to any of Section 10.01(a), Section 10.01(b) (only if due to fraud), any of Sections 10.01(c)(i)(A)-(B), Section 10.01(e) or Section 10.01(h) of this Agreement has occurred or would result from any such Loan or Letter of Credit and no Event of Default pursuant to any of Section 10.01(b) (only if not due to fraud), any of Sections 10.01(c)(i)(C) or (ii), Section 10.01(d), Section 10.01(f), Section 10.01(g), Section 10.01(i) or Section 10.01(j) of this Agreement has occurred and is continuing or would result from such Borrowing; (c) On the date Loan or Letter of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableCredit; and (eiii) Up no material adverse change shall have occurred in the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, or, with respect to fourteen days any Loan made to, or any Letter of Credit issued on behalf of, the Borrower on the Effective Date, in advance the ability of the Borrower or any such Subsidiary to perform any of its obligations under this Agreement or under any of the Facility Documents (the phrase "under this Agreement or under any of the Facility Documents" is hereinafter, "hereunder") or, with respect to any Loan made and any Letter of Credit issued after the Effective Date, in the ability of the Borrower and its Consolidated Subsidiaries, taken as a whole, to perform their obligations hereunder, since the date of a Borrowingthe most recent financial statements of the Borrower and its Subsidiaries delivered to the Agent hereunder or in connection herewith; and (b) the Agent shall have received such approvals, opinions, documents or instruments as the Agent, the Borrower Issuing Bank or any Bank may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetreasonably request.

Additional Conditions Precedent. The obligation of the Lender to make any Loan hereunder is subject following additional conditions apply to the further conditions precedent that on the date making of any Borrowing of a Loan the following statements shall be trueeach subsequent Advance: (a) Borrowers will deliver to Lender an Advance Request substantially in the form of Exhibit C; (b) if applicable, any necessary Governmental Authority will have consented in writing to the granting of the Liens and other rights contemplated by the Mortgage, and that written consent will be satisfactory in form and substance to Lender in its sole discretion; (c) upon Lender’s request and to the extent not previously provided, Borrowers will obtain and deliver to Lender any other documents, including Lien waivers, additional Subordination Agreements, certificates, consents and other approvals required from third parties, all in form and substance acceptable to Lender, necessary or convenient to the preservation of all of the rights of Lender contemplated by this Agreement and the other Loan Documents; (d) for each Well that is the subject of a pending Advance, Borrowers will deliver to Lender the Operating Agreement, Pooling Orders and such other documentation that may be requested by Lender, and each of those agreements or documents (including the C▇▇▇▇ provisions) will be in form arid substance satisfactory to Lender in its solo discretion; (e) to the extent not previously issued to Lender, Empire L▇▇▇ will issue to Lender the applicable Warrants; (f) to the extent not previously delivered to Lender or requested by Lender or its designee and acknowledged in writing by Lender, Borrowers will deliver to Lender any other documents as Lender may reasonably request, including plats and maps, supplemental or additional title opinions, permits or consents required by any Governmental Authority and/or legal opinions (including usury opinions) from counsel to Borrowers; (g) to the extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, Borrowers will have provided evidence satisfactory to Lender that all seismic and other geological, geophysical, engineering and well data relating to the Properties and owned by Borrowers and has been or will be assigned to Borrowers free of any encumbrance except for existing third party agreements; (h) to the extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, Borrowers will deliver to Lender an opinion or opinions of counsel to Borrowers, and each opinion will be satisfactory to Lender and its counsel and will provide that Lender’s lenders or Lender’s assignees will be entitled to rely upon it; (i) to the extent not previously delivered to Lender, Mortgages in form and substance satisfactory to Lender on any Properties of Borrowers that constitutes real property; (j) at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing; (k) at the time of and immediately after giving effect to such Loan, no Material Adverse Effect shall have occurred; (l) the representations and warranties made by the of Borrowers set forth in Article 7 hereunder this Agreement and in each of the other Facility Loan Documents are shall be true and correct in all material respects on and as of the date of such Borrowing as though made Advance, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Advance, such representations and warranties shall continue to be true and correct as of such specified earlier date; (bm) No Default or Event the making of Default has occurred and is continuingsuch Loans would not conflict with, or would result from such Borrowingcause Lender to violate or exceed, any applicable Governmental Requirement, and no change in law shall have occurred, and no litigation shall be pending or threatened, which does or, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; (cn) On Borrowers will deliver to Lender a certificate from an authorized officer of Borrowers representing and warranting that the matters specified in Section 9.3(j)-(m) are true and correct as of the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateralcertification; (do) The aggregate unpaid principal amount of Borrowers have implemented a commodity price risk management program as required by Section 6.20(b); (p) Lender has approved each Borrower’s insurance coverage and determined that it is satisfactory for each Borrower’s operations as contemplated by the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableapplicable Development Plan; and (eq) Up to fourteen days in advance of the date of a Borrowing, the reports each Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except has provided pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting Article V are sufficient in Lender’s sole discretion for Lender to make any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request funding decision for Borrowing whether the Borrowers are in compliance with the Budgetany Loan requested by Borrowers.

Additional Conditions Precedent. The No Bank has any obligation of the Lender ------------------------------- to make any Loan hereunder is subject (including its initial Loan) and the Issuing Bank(s) has no obligation to issue any Letter of Credit (including the further initial Letter of Credit) unless the following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) The Agent shall have received, in form and substance satisfactory to the Agent, a certificate of Borrower and of each Subsidiary signed by a Responsible Officer of Borrower and of each Subsidiary, dated as of the Borrowing Date, certifying that (aa) the representations and warranties made by the Borrowers of Borrower and each Subsidiary contained in Article 7 hereunder and IV hereof and, in all material ---------- respects, in each of the other Facility Loan Documents to which Borrower or such Subsidiary is a party, are true and correct in all material respects (both before and after giving effect to the making of such Loan or the issuing of such Letter of Credit) on and as of the date of such Borrowing Date as though if made on and as of such date (or, if stated to have been made solely as of an earlier date; , were true and correct as of such earlier date); (bbb) No no event or state of affairs which could reasonably be expected to result in a Material Adverse Effect has occurred since September 30, 1994; (cc) no Default or Event of Default then exists either before or after giving effect to the making of such Loan or the issuing of such Letter of Credit; and (dd) no new material litigation (other than Existing Litigation) is pending or, to the best knowledge of Borrower after due inquiry, threatened against Borrower or any Subsidiary and no material adverse development has occurred and is continuing, or would result from such Borrowing;in any Existing Litigation. (b) Borrower shall have complied with the provisions of Section 2.03 ------------ and/or 2.05; ---- (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and The Maturity Date shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateraloccurred; (d) The aggregate unpaid principal sum of the amount of the Loans requested Borrowing and/or the face amount of the requested Letter of Credit plus the Revolving Credit Outstandings shall not exceed, exceed the lesser of (i) the Available Commitment then in effect and after giving effect to (ii) the requested Designated Borrowing will not exceed, the Commitments Base then available; andin effect. (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date The making of such Borrowing (i.e. two weeks in advance). In Loans or the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender issuance of such Letters of Credit shall continue to fund Loans into a segregated account be permitted by Requirements of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetLaw.

Additional Conditions Precedent. The obligation In addition to the conditions set forth in Article VI of the Lender to make any Loan hereunder is subject to Stock Purchase Agreement, the further conditions precedent that on the date of any Borrowing of a Loan the following statements shall be trueParties agree that: (a) The obligations of Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by ▇▇▇▇▇▇▇▇▇, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Seller to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties made by the Borrowers of Seller contained in Article 7 hereunder this Amendment Agreement shall be true and correct in each all Material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other Facility Documents than those representations and warranties made as of a specified date, which representations and warranties shall be true and correct in all Material respects as of such specified date), in the understanding that such “Materiality” qualifier shall not be applicable to those representations contained in Section I(b) under the Representations and Warranties section of this Amendment Agreement (Authorization). (b) The obligations of Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Purchaser and the Joint Obligor to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties of Purchaser and Joint Obligor contained in this Amendment Agreement shall be true and correct in all material respects on and as of the date of such Borrowing this Agreement and as though of the Closing Date as if made on at and as of such date; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgettime.

Additional Conditions Precedent. The availability for utilisation of an Additional Term Facility and the obligation of the Lender Issuer to any Borrower to make any Loan hereunder an Additional Term Advance available under Clause 7.3 (Advance of a Term Advance) is subject to satisfaction or waiver of the further conditions precedent that, on the relevant Drawdown Date: 4.2.1 the relevant Borrower has delivered a duly completed Notice of Drawdown; 4.2.2 the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) have received, or are satisfied that on the date Drawdown Date they will receive, all of any Borrowing the information, documents and other matters set out in Part 2 of a Loan Schedule 1 (Additional Conditions Precedent) in form and substance satisfactory to the following statements Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor) (or to the extent not so received, satisfied or waived by the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) and the Issuer and the Borrower Security Trustee (acting on the instructions of Ambac (so long as Ambac is the Controlling Creditor)) have notified the relevant Borrower of the same (which notification shall be true:given promptly following such receipt, satisfaction or waiver); Back to Contents 4.2.3 the Cash Manager (a) the representations and warranties made by the Borrowers in Article 7 hereunder and in each on behalf of the other Facility Documents are Issuer) has confirmed to the Borrower Security Trustee and the Issuer in writing that the Issuer has available to it on the relevant Drawdown Date sufficient proceeds from an issue of Additional Notes to permit the Issuer to make the relevant Additional Term Advance; 4.2.4 the Repeating Representations are, in the light of the facts and circumstances subsisting at the relevant Drawdown Date, true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such datecorrect; (b) No 4.2.5 no Loan Event of Default or Potential Loan Event of Default has occurred and is continuing, continuing (and has not been waived) or would result from such Borrowing; (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion making of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableAdditional Term Advance; and 4.2.6 if the Additional Term Advance is to be funded by an issue of Further Notes or New Notes, the conditions set out in Condition 19 (eFurther and New Note Issues) Up to fourteen days for the issuance of Further Notes (in advance of the date case of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth Further Term Facility) and New Notes (in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days case of a request for Borrowing whether New Term Facility) have been satisfied or waived and the Borrowers are in compliance with Issuer will issue Further Notes or New Notes on or prior to the Budgetrelevant Drawdown Date.

Additional Conditions Precedent. The obligation (i) All conditions precedent as may be required in connection with any Advance pursuant to Section 7.01 hereof shall have been satisfied in the sole judgment of the Lender to make any Loan hereunder is subject Lender; (▇▇) Prior to the further conditions precedent initial Advance under each Interim Construction Loan, Borrower shall have delivered to Lender an Affidavit; (iii) If required by Lender, Borrower shall deliver to Lender a Construction Draw Request executed by Borrower in the form of Exhibit "K" attached hereto and incorporated herein for all purposes, or in such other form as Lender may from time to time require; (iv) If required by Lender, Borrower shall deliver to Lender down-date endorsements to the Title Insurance Binder prepared by the Title Company showing that on since the date of issuance of the Title Insurance Policy, no Lien or other encumbrances have been claimed, granted or otherwise created with respect to or covering the subject Lot(s); (v) If required by Lender, Borrower shall deliver to Lender lien waivers from the subcontractors and materialmen connected with any Borrowing items to be paid in connection with said application for Advance; such lien waivers shall be in form and substance satisfactory to Lender; (vi) If required by Lender, Borrower shall deliver to Lender copies of such billing statements, vouchers or invoices from the Persons to whom money is owed, as Lender may require; (vii) The location of all or any part of a Residence does not and will not encroach upon any adjoining properties or interfere with any easement, building setback line, restrictive covenant or right-of-way, and each Residence is constructed on the Lot approved by Lender for the construction of such Residence; (viii) Borrower shall deliver to Lender current monthly operating and sales reports, in form and substance satisfactory to Lender along with copies of any contracts entered into since the last Advance; (ix) If required by Lender, Borrower shall deliver to Lender all subcontracts executed prior to the date of such Advance in connection with the construction of the Residences and not previously delivered to Lender; (x) If required by Lender, Borrower shall deliver to Lender any and all other supporting documents reasonably required by Lender; (xi) All funds previously disbursed by Lender under all Interim Construction Loans shall have been applied in accordance with the Budget relating to such Interim Construction Loans; (xii) All construction prior to the date of a Borrowing Request shall have been done in accordance with the Plans with no substantial deviations; (xiii) The amount of undisbursed proceeds from any Interim Construction Loan attributable to the Unit relating to such Interim Construction Loan is sufficient to pay the cost of completing such Unit in accordance with the Plans; and (xiv) The Borrower shall deliver to the Lender in connection with each Unit for which an Advance is requested, an Affidavit of Bills Paid in the form of Exhibit "L", attached hereto and incorporated herein for all purposes. (xv) If required by Lender, Borrower shall obtain and deliver to Lender the following statements shall be truesite assessments conducted and certified by independent qualified environmental consultant(s) approved by Lender: (a) a Category 1 or Phase 1 environmental audit assessing the representations and warranties made by presence of Hazardous Material, if any, at the Borrowers in Article 7 hereunder and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such datePremises; (b) No Default or Event of Default has occurred and is continuing, or would result from such Borrowing;further site assessments as Lender may require due to the results obtained in (a) above; and (c) On a report from such consultant(s) to the date of such Borrowingeffect that no Hazardous Materials are present at the Premises. The environmental consultant(s), its qualifications, the Interim Order or scope and methodology of its investigations, its reports and recommendations and the Final Orderform, as the case may be, scope and substance of its certifications to Lender shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing acceptable to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect all respects. For purposes of this Section, a Category 1 or Phase 1 environmental audit refers to what is commonly known within the Obligations, except for Carveindustry as a three-Out Expenses, or (iii) to grant or permit phase approach the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount purpose of which shall is to assess the presence or absence of information that indicates potential contamination and to make recommendations for further investigation. A Category I or Phase 1 environmental audit would typically include, but not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is be limited to: a dispute between the parties as to whether the Borrowers site history review, interviews with individuals who are in compliance familiar with the Budgetsite and regulatory agency personnel, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreementsite visit and off-site research (i.e., Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetaerial photographs).

Additional Conditions Precedent. The No Lender has any obligation of to renew its Loan under the Lender to Existing Agreement or make any Loan hereunder is subject to Advance (including its first) unless the further following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) the All representations and warranties made by the Borrowers any Related Person in Article 7 hereunder and in each of the other Facility Documents are any Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing renewal or Advance (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as though if such representations and warranties had been made on and as of the date of such date;renewal or Advance. (b) No Default or Event of Default has shall have occurred and is continuing, be continuing at the date of such renewal or would result from such Borrowing;Advance. (c) On No material adverse change shall have occurred to Borrower's Consolidated financial condition or businesses, or to the aggregate value of the Collateral, since the date of this Agreement. (d) Each Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Borrowing, the Interim Order renewal or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; andAdvance. (e) Up to fourteen days in advance Neither the renewal of the date Loans under the Existing Agreement nor the making of a Borrowing, the Borrower may request a Borrowing, the amount such Advance shall be prohibited by any law or any regulation or order of which any court or governmental agency or authority and shall not exceed subject any Lender to any penalty or other onerous condition under or pursuant to any such law, regulation or order. (f) Agent shall have received all documents and instruments which Agent has then requested, in addition to those described in Section 3.1 (including opinions of legal counsel for the Borrowers' anticipated ordinary course expenses Related Persons and Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as set forth to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any of the Related Persons in this Agreement and the other Loan Documents, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Agent in form, substance and date. (g) Borrower shall have paid the fees provided for in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an letter agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the even date herewith between Agent and Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budget.

Additional Conditions Precedent. The No Lender has any obligation of the Lender to make any Loan hereunder is subject (including its first) and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the further following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) the All representations and warranties made by any Restricted Person in any Loan Document (including, without limitation, the Borrowers representations in Article 7 hereunder Sections 5.6 regarding no Material Adverse Change and in each of the other Facility Documents are Section 5.9 regarding Litigation) shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as though if such representations and warranties had been made on as of the date of such Loan or the date of issuance of such Letter of Credit (except such representations and warranties that expressly refer to an earlier date, which shall have been true as of such earlier date;). (b) No Default or Event Borrowing Base Deficiency shall exist at the date of Default has occurred and is continuing, such Loan or would result from the date of issuance of such Borrowing;Letter of Credit. (c) On No Material Adverse Change shall have occurred since the date of this Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Borrowing, the Interim Order Loan or the Final Order, as date of issuance of such Letter of Credit. (e) The making of such Loan or the case may be, issuance of such Letter of Credit shall not be in full force and effect prohibited by any Law and shall not have been reversedsubject any Lender or LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (a) When applicable, stayed, modified or amended. Unless the Lender Administrative Agent shall have joined in or expressly consented in writing received a certification signed by an authorized officer of Borrower setting forth the Consolidated Cash Balance (without regarding to the same, there shall be no motion requested Loan or Letter of Credit) and the Borrowers pending: pro forma Consolidated Cash Balance (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior giving effect to the priority requested Loan or Letter of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;Credit). (db) The aggregate unpaid principal amount At the time of the Loans shall not exceed, and immediately after giving effect to the requested Borrowing Loan or Letter of Credit (i) the Credit Parties shall not have any Excess Cash and (ii) as of the end of the Business Day on which such Loan will not exceedbe funded or such Letter of Credit will be issued, in each case, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which Credit Parties shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date have any Excess Cash. Each Borrowing Notice and LC Application shall constitute a representation of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetSection 4.2(g).

Additional Conditions Precedent. The No Bank has any ------------------------------- obligation of the Lender to make any Loan hereunder is subject (including its initial Loan) and the Issuing Bank(s) has no obligation to issue any Letter of Credit (including the further initial Letter of Credit) unless (i) the Agent shall have received a Borrowing Request and such other certifications as the Agent may reasonably require, (ii) in the case of Competitive Loans, the Borrower shall have complied with the provisions of Section 2.06 hereof and (iii) the following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been ------------ satisfied: (a) The Agent shall have received, in form and substance satisfactory to the Agent, a certificate of Borrower and of each Subsidiary signed by a Responsible Officer of Borrower and of each Subsidiary, dated as of the Borrowing Date, certifying that (aa) the representations and warranties made by the Borrowers of Borrower and each Subsidiary contained in Article 7 hereunder and IV hereof and, in all material ---------- respects, in each of the other Facility Loan Documents to which Borrower or such Subsidiary is a party, are true and correct in all material respects (both before and after giving effect to the making of such Loan or the issuing of such Letter of Credit) on and as of the date of such Borrowing Date as though if made on and as of such date (or, if stated to have been made solely as of an earlier date; , were true and correct as of such earlier date); (bbb) No no event or state of affairs which could reasonably be expected to result in a Material Adverse Effect has occurred since June 30, 1997; (cc) no Default or Event of Default then exists either before or after giving effect to the making of such Loan or the issuing of such Letter of Credit; and (dd) no new material litigation (other than Existing Litigation) is pending or, to the best knowledge of Borrower after due inquiry, threatened against Borrower or any Subsidiary and no material adverse development has occurred and is continuingin any Existing Litigation. (b) Borrower shall have complied with the provisions of Section 2.03, or would result from such Borrowing;2.05 ------------------ and/or 2.06, as applicable; ---- (c) On the date of such Borrowing, the Interim Order or the Final Order, as the case may be, shall be in full force and effect and The Maturity Date shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateraloccurred; (d) The aggregate unpaid principal sum of the amount of the Loans requested Borrowing, the requested Competitive Loan and/or the face amount of the requested Letter of Credit plus the Revolving Credit Outstandings shall not exceed, exceed the lesser of (i) the Available Commitment then in effect and after giving effect to (ii) the requested Designated Borrowing will not exceed, the Commitments Base then available; andin effect. (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date The making of such Borrowing (i.e. two weeks in advance). In Loans or the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender issuance of such Letters of Credit shall continue to fund Loans into a segregated account be permitted by Requirements of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetLaw.

Additional Conditions Precedent. The obligation obligations of the Lender Lenders to make any Loan hereunder is Loans (including the initial Loans) and of the Agent to issue, amend, renew or extend any Letter of Credit, shall be subject to the further conditions precedent that on the date of any Borrowing such Loan or the date of a Loan the issuance, amendment, renewal or extension of such Letter of Credit: (a) The following statements shall be true: (ai) the representations and warranties made by the Borrowers contained in Article 7 hereunder and in each 5 of the other Facility Documents this Agreement are true and correct in all material respects on and as of the date of such Borrowing Loan, or (as applicable) the date of issuance, amendment, renewal or extension of such Letter of Credit, as though made on and as of such date (except to the extent that such representations and warranties are updated to reflect transactions expressly permitted by this Agreement and not resulting in or constituting a Default or Event of Default, provided such any update is specified in a certificate delivered by the Borrower to the Agent before such date;, and except to the extent that such representations and warranties relate expressly to an earlier date); and (bii) No Default or Event of Default has occurred and is continuing, or would result from such BorrowingLoan; (b) The Agent shall have received such approvals, opinions or documents as the Agent or any Lender may reasonably request; (c) On At or before the time of making the first Revolving Credit Loans hereunder and as of the date of such Borrowingeach subsequent Revolving Credit Loan hereunder, the Interim Order Agent shall determine that the making of such Revolving Credit Loan will not cause the amounts outstanding hereunder to exceed the Borrowing Base, and there shall be delivered or in the Final Orderpossession of the Agent all documents pertaining to the Qualified Domestic Accounts, Qualified Domestic Unbilled Accounts and Qualified Real Estate, as the case may beAgent shall reasonably require, shall be in full force and effect and shall dated as of not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing more than 30 days prior to the same, there shall be no motion date of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; Loan; (d) The aggregate unpaid principal amount of the Loans Borrowers shall not exceed, and after giving effect have paid to the requested Borrowing will not exceed, Agent all accrued fees and expenses payable to the Commitments then available; and (e) Up to fourteen days Agent in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance connection with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform including all reasonable fees and disbursements of legal counsel to the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetAgent.

Additional Conditions Precedent. The Banks shall have no obligation of the Lender to make any Loan hereunder is subject Loans and the Issuing Bank has no obligation to issue any Letter of Credit (including the further initial Loans and Letter of Credit) unless the following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) The Agent shall have received, with a copy for each Bank, a Borrowing Request requesting a Borrowing on such date, duly completed and executed by a Responsible Officer of the Borrower, which Borrowing Request shall affirmatively certify that: (i) All representations and warranties made by the Borrowers any Loan Party in Article 7 hereunder and in each of the other Facility Documents are any Loan Document shall be true and correct in all material respects on and as of the date Borrowing Date (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such Borrowing as though representations and warranties have been made on and as of the Borrowing Date (ii) No Borrowing Base Deficiency would exist after giving effect to the Loans requested to be made, or Letters of Credit requested to be issued, on such date; (biii) No Default or Event of Default then exists either before or after giving effect to the making of such Loan or the issuing of such Letter of Credit; (iv) No material litigation (other than Existing Litigation) is pending or, to the best knowledge of the Borrower after due inquiry, threatened against the Borrower or any Subsidiary of the Borrower and no material adverse development has occurred in any Existing Litigation; and (v) No event or state of affairs which could reasonably be expected to result in a Material Adverse Effect has occurred since December 31, 1995. (b) Each Loan Party shall have performed and is continuing, complied with all agreements and other conditions required in the Loan Documents to be performed or would result from such Borrowing;complied with by it on or prior to the Borrowing Date. (c) On the date The making of such Borrowing, the Interim Order Loans or the Final Order, as the case may be, issuance of such Letter of Credit shall not be in full force and effect prohibited by any Requirement of Law and shall not have been reversedsubject the Agent, stayedthe Issuing Bank or any Bank to any penalty or other onerous condition under or pursuant to any such law, modified regulation or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;order. (d) The aggregate unpaid principal amount Maturity Date shall not have occurred. Each Borrowing hereunder shall constitute a representation and warranty by the Loan Parties as of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account Date that all of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of conditions contained in this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetSECTION 4.2 have been satisfied.

Additional Conditions Precedent. The obligation obligations of the Lender Banks to make any Loan Loans pursuant to a Borrowing which increase the amount outstanding hereunder is (including the initial Borrowing) and of the Fronting Bank to issue any Letters of Credit shall be subject to the further conditions precedent that on the date of any Borrowing such Loans or the issuance of a Loan such Letters of Credit: (a) the following statements shall be true: (ai) the representations and warranties made by the Borrowers contained in Article 7 hereunder 6 herein and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing Loans or the issuance of such Letters of Credit as though made on and as of such date; (bii) No no Default or Event of Default has occurred and is continuing, or would result from such BorrowingLoans or the issuance of such Letters of Credit; and (iii) there has been no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of the Borrowers or their respective Subsidiaries since the Closing Date; (cb) On the date of such Borrowing, relevant Borrower shall have delivered to the Interim Order Administrative Agent or the Final OrderFronting Agent, as the case may be, shall be a Notice of Borrowing substantially in full force the form of Exhibit H; (c) in the case of the initial Borrowing by each Subsidiary Borrower, a favorable opinion of foreign local counsel for such Subsidiary Borrower, dated as of the date of such Loan or issuance of such Letters of Credit, in form and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing substance satisfactory to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any CollateralAdministrative Agent; (d) The aggregate unpaid principal amount for each loan to or issuance of Letters of Credit on behalf of Cannondale Japan KK, the Administrative Agent shall have received a certificate of the Loans shall not exceedSecretary or Assistant Secretary of Cannondale Japan KK, and after giving effect dated as of or prior to the requested date of such Loan or issuance of such Letter of Credit, attesting to all necessary corporate action taken by Cannondale Japan KK, including resolutions of its Board of Directors authorizing such Borrowing will not exceedor request for issuance of such Letters of Credit. 41 36 (e) the Administrative Agent shall have received such independent appraisals, audits and valuations of assets satisfactory to the Commitments then availableAdministrative Agent as the Administrative Agent may reasonably request; and (ef) Up to fourteen days in advance of the date of a BorrowingAdministrative Agent shall have received such approvals, opinions or documents as the Borrower Administrative Agent or any Bank may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetreasonably request.

Additional Conditions Precedent. The No Lender has any obligation of the Lender to make any Loan hereunder is subject (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the further following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) the All representations and warranties made by the Borrowers any Restricted Person in Article 7 hereunder and in each of the other Facility Documents are any Loan Document shall be true and correct in all material respects (except where qualified by materiality, in which case, true and correct in all respects) on and as of the date of such Borrowing Loan or such Letter of Credit as though if such representations and warranties had been made on as of the date of such Loan or such Letter of Credit, except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (except where qualified by materiality, in which case, true and correct in all respects) as of such date;specific date and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) of Section 5.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.2. (b) No Default shall exist at the date of such Loan or Event the date of Default has occurred and is continuing, issuance of such Letter of Credit (or would result from such Borrowing;after giving effect thereto). (c) On the date The making of such Borrowing, the Interim Order Loan or the Final Order, as the case may be, issuance of such Letter of Credit shall not be in full force and effect prohibited by any Law and shall not have been reversed, stayed, modified subject any Lender or amendedany LC Issuer to any penalty or other material onerous condition under or pursuant to any such Law. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;62 CREDIT AGREEMENT (d) The aggregate unpaid principal amount At the time of the Loans shall not exceed, and immediately after giving effect to any Borrowing of Loans (and any application of the proceeds thereof on the date of the requested Borrowing will not exceedBorrowing), the Commitments then available; andRestricted Persons shall not have any Excess Cash. (e) Up At the time of and immediately after giving effect to fourteen days in advance any Borrowing of Loans (and any application of the proceeds thereof on the date of a the requested Borrowing), the Facility Usage will not be in excess of the Availability. (f) Administrative Agent shall have received all documents and instruments that Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower may request a Borrowingand other Persons), the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether (i) the Borrowers are in accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the Budgetother Loan Documents, (ii) the Lender satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall continue be satisfactory to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this AgreementAdministrative Agent in form, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetsubstance and date.

Additional Conditions Precedent. The In addition, the Lenders and as applicable, the Issuing Banks, shall be under no obligation of the Lender to make any Loan hereunder is subject Utilisation available to the further conditions precedent that Borrowers unless, on both the date of any Borrowing the relevant Utilisation Request and the relevant Utilisation Date (or in the case of a Loan Term-out Facility Loan, on both the following statements shall be true:date of the relevant Term-out Request and the Maturity Date of the Bridge Facility): (a) the representations and warranties made by the Borrowers in Article 7 hereunder and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such date; subject to Clause 25.22 (b) No Default or Event of Certain Funds Period), no Default has occurred and is continuing, or would continuing and no Default will occur as a result from of making such Borrowing;Utilisation; and (cb) On the date of such Borrowingsubject to Clause 25.22 (Certain Funds Period), the Interim Order Repeating Representations that are required under this Agreement to be repeated on those dates are true and accurate (in all material respects in the case of any representation or warranty which is not subject to a materiality test in accordance with its terms as provided for in Clause 21 (Representations)) in each case by reference to the Final Orderfacts and circumstances then subsisting and will remain true and accurate immediately after the Utilisation is made, provided that, in relation to a Rollover Loan, a Term-out Facility Loan or an extension or replacement of an existing Bank Guarantee, as the case may be, shall be if either of the conditions specified in full force and effect and paragraphs (a) or (b) above are not satisfied on the relevant date but no notice has been given under paragraphs (a) and/or (b) of Clause 25.20 (Acceleration) the Lenders shall not have been reversedbe entitled to refuse to make the requested Rollover Loan, stayedTerm-out Facility Loan, modified or amended. Unless the Lender shall have joined fund a demand in or expressly consented in writing to the same, there shall be no motion respect of the Borrowers pending: (i) to reverse, modify or amend the Interim Order a Bank Guarantee or the Final Orderextension or replacement of an existing Bank Guarantee, as the case may be, by reason of the conditions specified in paragraphs (a) or (iib) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall above not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (e) Up to fourteen days in advance of the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetbeing satisfied.

Additional Conditions Precedent. The obligation of the Lender Bank to make any Loan the Loans pursuant to a Borrowing which increases the amount outstanding hereunder is (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of any Borrowing of a Loan such Borrowing: (a) the following statements shall be true: (ai) the representations and warranties made by of the Borrowers Borrower contained in Article 7 hereunder 5 herein, and in Article 2 of the Security Agreement, and in each of the other Facility Documents Document, are true and correct in all material respects on and as of the date of such Borrowing Loan as though made on and as of such date;; and (bii) No no Default or Event of Default has occurred and is continuing, or would result from such BorrowingLoan; and (iii) there has been no material adverse change in the business, management, operations, properties, prospects or condition (financial or otherwise) of the Borrower or any of its Subsidiaries since the Closing Date; (b) audited financial statements of FAvS for the fiscal year ending January 31, 1998 shall have been delivered to Fleet not later than April 30, 1998 and shall have been deemed satisfactory in all respects by the Bank; (c) On Management-prepared financial statements of the date of such BorrowingBorrower for the fiscal year ending January 31, 1998 shall have been delivered to the Interim Order or the Final OrderBank not later than April 30, as the case may be, shall be in full force and effect 1998 and shall not have been reversed, stayed, modified or amended. Unless deemed satisfactory in all respects by the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;Bank; and (d) The aggregate unpaid principal amount the Bank shall have received such other documents or items as the Bank may reasonably request. Without limiting any of the Loans foregoing, a field examination of the Borrower satisfactory to the Bank in all respects shall be completed within 90 days of the Closing Date, and, to the extent such field examination is not completed on a timely basis, the Bank shall not exceed, and after giving effect be obligated to make any Loans to the requested Borrowing will not exceedBorrower after the expiration of such 90-day period unless the Bank, at its sole option, otherwise determines to make such Loans available to the Commitments then available; and (e) Up to fourteen days in advance of Borrower. During the date of a Borrowing, the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen 90-day period following the date Closing Date and prior to the completion of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budgetfield examination, the Lender Bank shall continue to fund make Loans into a segregated account of to the Borrowers Borrower provided that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any Borrower complies with all other provision of additional conditions precedent set forth in this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the BudgetSection 4.2.

Additional Conditions Precedent. The obligation of the Lender to make any Loan hereunder is subject In addition to the further conditions precedent that set forth in Section 7 above, Buyer's obligation to purchase the Property and pay the Purchase Price is expressly conditioned upon the following conditions precedent being in effect or complied with on the date of any Borrowing of a Loan the following statements shall be trueClosing Date: (a) the representations The Improvements shall be completed in a good and warranties made by the Borrowers workmanlike manner, lien free, in Article 7 hereunder good condition, and in each of accordance with the other Facility Documents are true Approved Plans and correct in Specifications, any Approved Change Orders, and all material respects on applicable laws and as of the date of such Borrowing as though made on and as of such date;codes. (b) No Default title defects or Event encumbrances objectionable to Buyer shall have arisen after the date of Default has occurred delivery of the Title Commitment to Buyer, and is continuingthe title exceptions relating to Seller's acquisition or construction financing, or would result survey matters, and mechanics and material liens shall be deleted from such Borrowing;the Title Policy. (c) On the date Seller shall have delivered to Buyer all of Seller's Post-Construction Deliveries required by Section 4 to be delivered after completion of construction, and such Borrowing, the Interim Order or the Final Order, as the case may be, items shall be acceptable to Buyer in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral;its reasonable discretion. (d) The aggregate unpaid principal amount Buyer shall have obtained prior to Seller's commencement of construction Buyer's permanent financing for the Loans shall acquisition described herein on terms satisfactory to Buyer in its sole discretion (Buyer hereby agreeing to use reasonable efforts to obtain financing). Buyer acknowledges that Seller is not exceed, and after giving effect obligated to commence construction until Buyer has waived its rights to terminate the requested Borrowing will not exceed, the Commitments then available; andContract pursuant to this Section. (e) Up Buyer shall have closed on the sale of its existing real property located at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the "Current Facility"). Buyer agrees to fourteen days place the Current Facility on the market and to forward copies of any offers it receives to Seller. Buyer may accept or reject such offers as Buyer determines in advance its sole discretion; provided, however, if Buyer's sole reason for rejecting such offer is based on an insufficient sale price, Seller may notify Buyer that it will pay Seller at the closing of the date sale of the Current Facility the deficiency between $1,760,000 and the net sale proceeds to be received by Buyer upon such sale, in which event Buyer shall accept such offer, execute a Borrowingsale contract on such terms and proceed to close the sale of the Current Facility, the Borrower may request a Borrowing, and Seller shall be obligated to furnish the amount of which shall the deficiency at such closing. If Buyer has not exceed closed its sale of the Borrowers' anticipated ordinary course expenses as set forth Current Facility with a third party buyer on or before the Closing Date, Buyer may elect in its sole discretion to cause Seller to purchase at Closing the Budget Current Facility for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance)$1,760,000.00. In the event there of such election, marketable title shall be conveyed by special warranty deed, subject to all matters of record, and on an "AS IS" basis. Buyer shall pay for Seller's title policy (except Seller shall pay for any endorsements). Seller shall be responsible for any costs associated with its financing, and all other closing costs shall be borne by the party that customarily pays such costs in ▇▇▇▇▇▇▇ County, Kansas. In the event Seller is a dispute between unable to obtain financing for such acquisition or otherwise close on the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account acquisition of the Borrowers that Current Facility, Buyer may not be drawn upon except pursuant offset $1,760,000 against the Purchase Price, in addition to an order pursuing any other remedy available at law or equity. In the event Seller closes on the purchase of the Bankruptcy Court or an agreement Current Facility, Buyer shall deliver possession of the parties hereto. Without limiting any other provision of this AgreementCurrent Facility to Seller in its current condition, Lender shall inform reasonable wear and tear excepted, with all personal property removed; provided, however, that in the Borrower, either orally or in writing within 3 business days event of a request for Borrowing whether fire or other casualty, Buyer shall reasonably remove the Borrowers are debris and convey the Current Facility in compliance with its "as-is" condition, and assign the Budgetrights to Buyer's insurance proceeds to Seller at the closing. Buyer agrees to maintain commercially reasonable all-risk insurance on the Current Facility until the closing of the sale to Seller, if applicable.

Additional Conditions Precedent. The obligation of the each Lender to make any Term Loan hereunder on the Closing Date or any other Credit Date is subject to the further conditions precedent that on the date satisfaction, or waiver in accordance with Section 10.5, of any Borrowing of a Loan the following statements shall be trueadditional conditions precedent: (ai) Administrative Agent shall have received a fully executed and delivered Funding Notice; (ii) as of the Closing Date or such Credit Date, as applicable, the representations and warranties made by the Borrowers in Article 7 hereunder contained herein and in each of the other Facility Credit Documents are shall be true and correct in all material respects (except such representations and warranties that by their terms are qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of that Credit Date to the date of such Borrowing same extent as though made on and as of that date (or to the extent such representations and warranties specifically relate to an earlier date on and as of such earlier date); (biii) No Default as of the Closing Date or Event of Default has such Credit Date, no event shall have occurred and is continuing, be continuing or would result from such Borrowingthe consummation of the Credit Extension that would constitute an Event of Default or a Default; (civ) On the date of such Borrowing, Administrative Agent and the Interim Order or Lenders shall have received evidence satisfactory to the Final Order, as Lenders that the case may be, shall Recapitalization Agreement continues to be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then availableeffect; and (ev) Up to fourteen days in advance the amendment of the date corporate organizational documents of a Borrowing, Investments to provide that Investments cannot commence the Borrower may request a Borrowing, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses Chapter 11 Cases (as set forth defined in the Budget for Recapitalization Agreement) or cause either or both of Holdings and 21C or any of 21C’s direct or indirect subsidiaries (other than the fourteen day period following Subsidiaries of 21C East Florida, LLC) to commence the date Chapter 11 Cases without the votes of the Independent Manager (as defined in the Recapitalization Agreement) and the Chief Executive Officer (as defined in the Recapitalization Agreement) in support of such Borrowing (i.e. two weeks in advance)action. In Any Agent or Requisite Lenders shall be entitled, but not obligated, to request and receive, prior to the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account making of the Borrowers that may not be drawn upon except pursuant Term Loan, additional information reasonably satisfactory to an order the requesting party confirming the satisfaction of any of the Bankruptcy Court foregoing if, in the good faith judgment of such Agent or an agreement of Requisite Lender such request is warranted under the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetcircumstances.

Additional Conditions Precedent. The No Lender has any ------------------------------- obligation of the Lender to make any Committed Loan hereunder is subject (including its first) and Issuing Bank has no obligation to issue any LC (including its first, whether or not otherwise agreed to by Issuing Bank), unless the further following conditions precedent that on the date of any Borrowing of a Loan the following statements shall be truehave been satisfied: (a) the All representations and warranties made by the Borrowers any Related Person in Article 7 hereunder and in each of the other Facility Documents are any Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing Committed Loan or issuance of such LC (except to the extent that the facts upon which such representations and warranties are based have been changed by the extension of credit hereunder) as though if such representations and warranties had been made on and as of the date of such date;Committed Loan or the issuance of such LC; provided, however, that Borrower's only representations and warranties regarding any financial projections delivered by Borrower shall be that at the time such projections were made, Borrower made such projections in good faith, using assumptions that Borrower believed were reasonable at the time made. (b) No Default shall exist at the date of such Committed Loan or Event issuance of Default has occurred and is continuing, or would result from such Borrowing;LC. (c) On No material adverse change shall have occurred to Borrower's Consolidated financial condition or businesses since the date of this Agreement. (d) Each Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Borrowing, the Interim Order Committed Loan or the Final Order, as the case may be, shall be in full force and effect and shall not have been reversed, stayed, modified or amended. Unless the Lender shall have joined in or expressly consented in writing to the same, there shall be no motion issuance of the Borrowers pending: (i) to reverse, modify or amend the Interim Order or the Final Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a Lien on any Collateral; (d) The aggregate unpaid principal amount of the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; andsuch LC. (e) Up The making of such Committed Loan or issuance of such LC shall not be prohibited by any law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender to fourteen days any penalty or other onerous condition under or pursuant to any such law, regulation or order. (f) Agent shall have received all documents and instruments which Agent has then requested, in advance addition to those described in Section 4.1 (including opinions of legal counsel for the Related Persons and Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any of the date Related Persons in this Agreement and the other Loan Documents, (ii the satisfaction of a Borrowingall conditions contained herein or therein, the Borrower may request a Borrowingand (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Agent in form, the amount of which shall not exceed the Borrowers' anticipated ordinary course expenses as set forth in the Budget for the fourteen day period following the date of such Borrowing (i.e. two weeks in advance). In the event there is a dispute between the parties as to whether the Borrowers are in compliance with the Budget, the Lender shall continue to fund Loans into a segregated account of the Borrowers that may not be drawn upon except pursuant to an order of the Bankruptcy Court or an agreement of the parties hereto. Without limiting any other provision of this Agreement, Lender shall inform the Borrower, either orally or in writing within 3 business days of a request for Borrowing whether the Borrowers are in compliance with the Budgetsubstance and date.