Common use of Conditions Precedent to all Extensions of Credit Clause in Contracts

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and (d) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit Advance shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their respective Affiliates, and; (d) no Material Adverse Change shall have occurred, (e) on or before the amount day preceding the date of such Advance, Borrower shall have delivered to Agent or Collateral Custodian (if one has been appointed) pursuant to this Agreement and the Sale and Servicing Agreement, with respect to each Note Receivable to be acquired or funded with any portion of such Advance, the originals of each of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, Required Asset Documents; and (f) Agent shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinhave received a current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) no Material Adverse Change shall have occurred with respect to Borrowers from the amount financial condition of Borrowers on March 31, 2001 reflected in the Closing Date Business Plan; (e) no Material Adverse Change (other than a Material Adverse Change described in Section 3.3(d)) shall have occurred; and (f) Administrative Borrower shall have delivered to Agent a completed and executed Borrowing Base Certificate, dated as of the Revolver Usage, after giving effect to Business Day on which the requested Advances or Letter of Credit, shall not exceed request for the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinBorrowing is made.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending extension of such credit Advance shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their respective Affiliates, and; (d) no Material Adverse Change shall have occurred; (e) no less than two (2) Business Days preceding the amount date of such Advance, Borrower shall have delivered to Agent or Collateral Custodian pursuant to this Agreement and the Sale and Servicing Agreement, with respect to each Note Receivable to be acquired or funded with any portion of such Advance, the originals of each of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, Required Asset Documents; and (f) Agent shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinhave received a current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) the amount Agent shall have received a copy of the Revolver Usageinvoice, after giving effect purchase order and any other agreements relating to the Equipment to be financed with the proceeds of such Advance, and each of the foregoing shall be in form and substance satisfactory to Agent ; (e) Agent shall have received the results of lien searches against Borrowers from all applicable jurisdictions dated within 30 days of the requested Advances or Letter Funding Date, and such searches will reveal no other liens of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share record against Equipment of any drawings under Letters Borrower (other than financing statements of Credit the Indenture Trustee and with respect to the Revolving Loan Agreement on record as provided hereinof the Closing Date, or and financing statements listing specific equipment (iiother than the Collateral) participating as collateral); (f) Agent shall have received all financing statements and notice letters to creditors of Borrowers as may be required by Agent in or reimbursing Swing Lender or connection with such Advance; (g) Agent shall have received a certificate of insurance, together with the Agent for endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent, and such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereininsurance shall be in full force and effect; and (h) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, (d) no Material Adverse Change shall have occurred, and (de) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, Agent shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender have received a Borrowing Base Certificate which includes (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share a detailed calculation of any drawings under Letters the Borrowing Base as of Credit as provided hereinthe date of the requested Advance, or and (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereindetail regarding Receivables that are not Eligible Receivables.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties of Parent or its Subsidiaries contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) no Material Adverse Change shall have occurred; and (e) all United States federal taxes of Parent, Borrowers and their respective Subsidiaries then due and payable by, or imposed, levied or assessed against, such Persons shall have been paid in full before delinquency or before the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share expiration of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinextension period.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make any Advances hereunder at any time (or to extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) All of the conditions subsequent set forth in Section 3.2 have been fulfilled; (b) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier datedate or dates),; (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (cd) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, ; (e) no Material Adverse Change shall have occurred; and (df) the amount no Lien has been filed in favor of the Revolver UsageInternal Revenue Service or other representative or taxing authority in connection with the Notice of Disallowance that purports to encumber any of the Collateral; provided, after giving effect however, that in the event such a Lien has been filed, Lender may, in its sole discretion, make Advances to Borrower solely for the requested Advances or Letter purpose of Credit, shall not exceed satisfying the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for obligations secured by such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinLien.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Collateral Agent, any Lender, or any of their Affiliates, and. (d) the amount no Material Adverse Change shall have occurred; provided, that (i) closures of Borrower’s retail stores and termination of the Revolver Usageleases at such stores, after giving effect to and (ii) settlement of the requested Advances or Letter currently pending securities litigation against Borrower, so long as such settlement does not cause a breach of Creditany of the financial covenants set forth in Section 7.20, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinconstitute Material Adverse Change.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group to advance the Initial Funding Amount, the Maximum Amount, or any portion thereof (or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the Interim Order (if prior to the Entry Date) or the Final Order (if on or after the Entry Date), as the case may be, shall, on the date of the entry thereof, be in form and substance satisfactory to Lender, shall be in full force and effect and shall not have been reversed, stayed, modified or amended, except for such modifications, and amendments agreed to in writing by the Lender; (b) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; and (cd) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrowerthe Company, Agent, any Lender, or any of their Affiliates, and (d) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower and each Guarantor contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, any BorrowerGuarantor, Agent, or any Lender, or any of their Affiliates, ; and (d) the amount results of operations or the Revolver Usagefinancial condition of Borrower and Borrower’s Subsidiaries, after giving effect to the requested Advances or Letter of Credittaken as a whole, shall not exceed materially and adversely differ from the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share projected results of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender operations or the financial condition of Borrower set forth in the Projections of Borrower delivered to Agent for such Lenders' Pro Rata Share of any Swing Loan on or Agent Advance as provided hereinabout the Closing Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in the other Loan Documents, as the same may be updated in accordance with this Agreement and the other Loan Documents Documents, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier datedate or exceptions thereto have been consented to in writing by the Agent),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender, or any of their Affiliates, ; and (d) no Material Adverse Change shall have occurred since the amount date of the Revolver Usage, after giving effect last fiscal year end audited financial statements delivered to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinAgent.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties of the Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except (i) to the extent that such representations and warranties relate solely to an earlier date, and (ii) with respect to the UK Sub, representation made in SECTION 5.12(a)(ii) and (iii) shall be deemed made only as of the end of each fiscal year of Borrower), (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, (c) no Material Adverse Change shall have occurred since the date of the latest financial statements submitted to the Lender Group on or before the Closing Date, and (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and (d) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation ------------------------------------------------ of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) no Material Adverse Change shall have occurred; and (e) if pursuant to Section 7.19(a)(i) or 7.19(a)(ii) EBITDA and ------------------ ----------- U.S. EBIT have not been required to be tested for the amount of immediately preceding month or quarter, as applicable, EBITDA and U.S. EBIT shall be in compliance with the Revolver Usageminimum amounts set forth in such Sections for the immediately preceding month or quarter, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinapplicable.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) Lenders to make all Advances, Swing Loans, Loans (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any LenderSubsidiary Guarantor of Borrowers, or any of their Affiliates, andLenders; (d) no Material Adverse Change from the date of ARG’s last quarterly financial statements shall have occurred except as disclosed to the Lenders in writing; and (e) Term Notes shall have been issued by the Borrowers making a Borrowing on such Funding Date to each of the Lenders in the principal amount of the Revolver Usage, after giving effect Loan to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions be made to each such Lender (i) participating in or reimbursing Agent for on such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereindate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending extension of such credit Advance shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their respective Affiliates, and; (d) no Material Adverse Change shall have occurred; (e) no less than two (2) Business Days preceding the amount date of such Advance, Borrower shall have delivered to Agent or Collateral Custodian pursuant to this Agreement and the Sale and Servicing Agreement, with respect to each Note Receivable to be acquired or funded with any portion of such Advance, the originals of each of the Revolver Usage, after giving Required Asset Documents; and (f) Agent shall have received a current Borrowing Base Certificate; and (g) the Custody Agreement shall be duly executed and in full force and effect and Dechert LLP shall deliver to the requested Advances or Letter Lenders a legal opinion to the effect that the provisions of Creditthe Collateral Custodian Agreement are sufficient to perfect a security interest in favor of the Agent, shall not exceed for the Availability. The foregoing conditions precedent are not conditions to each Lender benefit of the Secured Parties, in the Account (ias such term is defined in the Collateral Custodian Agreement) participating in or reimbursing Agent for such Lenders' Pro Rata Share set forth therein and the financial assets deposited therein, with the consequences of any drawings under Letters perfection by control accorded by Article 9 of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinNY UUC.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Administrative Agent, or any Lender, or any of their Affiliates, ; and (d) no Material Adverse Change shall have occurred since the amount date of the Revolver Usage, after giving effect last financial statements submitted to the requested Advances Administrative Agent on or Letter of Credit, shall not exceed before the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinClosing Date.

Conditions Precedent to all Extensions of Credit. The obligation of the each Lender Group (or any member thereof) to make all Advances, Swing Loans, each Loan or to issue Letters any Letter of Credit (and to make any other extensions of credit provided for hereunder) shall be hereunder is subject to the fulfillment, at or prior to the time of the making of such Loan or the issuance of such Letter of Credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension Loan or such Letter of credit, Credit as though made on and as of such date (except to the extent that such representations and warranties solely relate solely to an earlier date),; (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension Loan or such Letter of creditCredit, nor shall either result from the making thereof,of such Loan or the issuance of such Letter of Credit; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit Borrower shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any delivered to Agent a Request for Borrowing pursuant to the terms of their Affiliates, Section 2.6 hereof; and (d) the amount Borrower shall be in pro forma compliance with each of the Revolver Usage, financial covenants set forth in Section 6.14 hereof after giving effect to the requested Advances such Loan or Letter of Credit, shall not exceed Credit and the Availability. The foregoing conditions precedent are not conditions to each Lender use of proceeds thereof (i) participating in calculated as if such Loan or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters Letter of Credit were outstanding as provided herein, or (ii) participating in or reimbursing Swing Lender or of the Agent last day of the immediately preceding fiscal quarter for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinwhich financial statements were most recently required to have been delivered to Agent).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of the Loan Parties and their Subsidiaries contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order order, or any law, rule or regulation of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any BorrowerLoan Party, Agent, or any Lender, or any of their Affiliates, ; and (d) no Material Adverse Change shall have occurred since December 31, 2006, provided that the amount of transactions contemplated by this Agreement and the Revolver Usage, after giving effect to transactions made in connection with the requested Advances or Letter of Credit, Permitted Merger shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinconstitute a Material Adverse Change.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make any Advances hereunder at any time (or to extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; LOAN AND SECURITY AGREEMENT - Page 32 -------------------------- (d) the amount of the Revolver Usage, after giving effect no Material Adverse Change shall have occurred; and (e) Borrower shall have delivered to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereina current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advancesany Advance, Swing Loans, Term Loan (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) no Material Adverse Change shall have occurred since the amount Closing Date; and (e) the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, shall have been signed and entered by the Bankruptcy Court, and such Order shall be in full force and effect and shall not have been reversed, stayed, modified or amended absent the express written joinder or consent of Agent, on behalf of the Revolver UsageRequired Lenders, after giving effect to and the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinBorrowers.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, or to issue Letters of Credit (and to make any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties of the Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and (d) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the AvailabilityAvailability is greater than zero (0). The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.Swing

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit Advance shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their respective Affiliates, and; (d) no Material Adverse Change shall have occurred, (e) on or before the amount day preceding the date of such Advance, Borrower shall have delivered to the Collateral Custodian each of the Revolver UsageRequired Asset Documents with respect to each Note Receivable to be acquired or funded with any portion of such Advance; provided that if Borrower is funding the acquisition of such Note Receivable with the proceeds of Advances being requested with respect to such Note Receivable, after giving effect then this condition shall be satisfied if the Collateral Custodian and Agent are in possession of PDF copies of each of the Required Asset Documents and the originals are delivered to the requested Advances or Letter of Credit, Collateral Custodian no later than five (5) Business Days thereafter; and (f) Agent shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinhave received a current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder at any time (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending extension of such credit Advance shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their respective Affiliates, and; (d) no Material Adverse Change shall have occurred; (e) no less than two (2) Business Days preceding the amount date of such Advance, Borrower shall have delivered to Agent or Collateral Custodian pursuant to this Agreement and the Sale and Servicing Agreement, with respect to each Note Receivable to be acquired or funded with any portion of such Advance, the originals of each of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, Required Asset Documents; and (f) Agent shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinhave received a current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advances hereunder (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower and each Guarantor contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, any BorrowerGuarantor, Agent, or any Lender, or any of their Affiliates, ; and (d) the amount results of operations or the Revolver Usagefinancial condition of Borrower and Borrower's Subsidiaries, after giving effect to the requested Advances or Letter of Credittaken as a whole, shall not exceed materially and adversely differ from the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share projected results of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender operations or the financial condition of Borrower set forth in the Projections of Borrower delivered to Agent for such Lenders' Pro Rata Share of any Swing Loan on or Agent Advance as provided hereinabout the Closing Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Revolving Loans hereunder (or to issue extend any other credit hereunder, including the deemed issuance of the Existing Letters of Credit (and to make on the Closing Date) at any other extensions of credit provided for hereunder) time shall be subject to the following conditions precedent: (a) the representations and warranties of each Borrower or its Subsidiaries contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; and (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender, or any of their Affiliates, and (d) the amount of the Revolver Usage, after giving effect to the requested Advances or Letter of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, any Advance (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their its Affiliates, and; (d) the amount with respect to any Advance or extension of credit hereunder relating to a redemption of any of the Revolver UsageNotes issued under and pursuant to the terms of the Indenture, the receipt by the Agent (on behalf of the Lenders) of (i) an "Officers' Certificate" and "Opinion of Counsel" (as each term is defined in the Indenture) from the Borrower to the effect that such redemption will comply with the conditions contained in the Indenture relating to such redemption and (ii) a Treasurer's Certificate certifying that, after giving effect to such requested Advance, the requested Advances or Letter Borrower will have Excess Availability of Credit, shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided herein.at least $15,000,000; and

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances, Swing Loans, Advances (or to issue Letters of Credit (and to make extend any other extensions of credit provided for hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates, and; (d) the aggregate Dollar amount of that Borrower or any Guarantor is obligated to pay or has the Revolver Usage, after giving effect right to receive under the requested Advances or Letter of Credit, Excluded Agreements shall not exceed $1,000,000 per annum; (e) no Material Adverse Change shall have occurred from the Availability. The foregoing date of the most recent audited financial statements delivered by Lender to Borrower; and (f) Lender shall have received a certificate from the Secretary of Borrower or an Authorized Person certifying that all of the conditions precedent are not conditions to each Lender make an Advance (ior to extend any other credit hereunder) participating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, or (ii) participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of any Swing Loan or Agent Advance as provided hereinhave been satisfied.