Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, Advance to be made by it (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is on each Borrowing Date shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (a), (d) and (e) (other than a Default or Event of Default described in Section 6.01(j)) below need not be satisfied if the proceeds of the Advance are used to fund Unfunded Amounts that are then required to be funded pursuant to the terms of the Related Documents relating to Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower, or to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, with respect to an Advance that will be used to acquire Collateral Loans, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower Parties under this Agreement Borrower, the Collateral Manager and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of Equityholder contained in the time of such Advance, Facility Documents shall be true and correct in all material respects as of such Borrowing Date (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the proceeds of the Advancesuch earlier date as if made on such date); (be) Since August 2no Default, 2008Event of Default, there Potential Collateral Manager Event of Default or Collateral Manager Event of Default shall have been no change that has had or would occurred and be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on continuing at the date time of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; (g) after giving effect to any Advance of an Available Currency not denominated in this Agreement Dollars, the Foreign Currency Advance Amount shall have been fulfilled. The Borrowers hereby agree that not exceed the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed Non-Dollar Sublimit; and (h) after giving effect to be such Advance, the certification Dollar Equivalent of the Authorized Signatory thereof that all aggregate outstanding principal balance of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding Advances shall not exceed an amount equal to the foregoing, if Dollar Equivalent of the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, including the initial an Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), on any date is subject to the fulfillment conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (ai) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and Authority as of the time of such Advance, set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect except to the application extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of the proceeds such earlier date) and no Default or Event of the AdvanceDefault shall have occurred and be continuing; (biii) Since August 2, 2008, there No Material Adverse Change or Material Adverse Operational Effect shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effectoccurred; (civ) There The Lender shall not exist on have received an opinion of Bond Counsel dated the date of such Advance and after giving effect theretoaddressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, a Defaultthe Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (dvii) The Administrative Agent Commitment and the Lenders shall have received all such other certificates, reports, statements, opinions obligation of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions Lender to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for make an Advance hereunder shall be deemed not have terminated pursuant to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, 9.2 hereof or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).pursuant to Section

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, Advance to be made by it (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is on each Borrowing Date shall be subject to the fulfillment of each (or written waiver) of the following conditions immediately prior conditions; provided that with respect to or contemporaneously any Delayed Drawdown Collateral Asset, the condition described in clause (c) below must only be satisfied at the time of acquisition of such Collateral Asset but not upon subsequent Advances with such Advancerespect thereto; provided further, that, 100% of any unfunded portion of a Delayed Drawdown Collateral Asset then owned by the Borrower must be deposited in the Delayed Drawdown Reserve Account to the extent required under Section 8.04: (a) All the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and representing the conditions precedent for such Advance have been met or will have been met on the date of such Advance) delivered in accordance with Section 2.03; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and the OC Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower Parties under this Agreement Borrower, the Investment Advisor and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of Equityholder contained in the time of such Advance, Facility Documents shall be true and correct in all material respects as of such Borrowing Date (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect except to the application of the proceeds of the Advance; (b) Since August 2extent such representations and warranties expressly relate to any earlier date, 2008, there in which case such representations and warranties shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date true and correct in all material respects as of such Advance and after giving effect thereto, a Default; andearlier date as if made on such date); (d) The Administrative Agent and the Lenders no Default or Event of Default shall have received all such other certificates, reports, statements, opinions occurred and be continuing at the time of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth or shall result upon the making of such Advance; (e) the Reinvestment Period shall not have terminated; (f) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in this the Principal Collection Account constituting Principal Proceeds; and (g) solely with respect to the first Advance relating to the purchase of Collateral Assets pursuant to the Sale Agreement shall and solely to the extent not previously delivered, legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, covering matters concerning the “true sale” of the Collateral Assets and the creation and perfection of a security interest pursuant to the Sale Agreement, have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived received by the requisite Lenders under Section 11.12, and, Administrative Agent in any event form and substance satisfactory to the Majority Lenders may waive the condition set forth Administrative Agent in Section 4.3(c)its reasonable discretion.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Banks to make each Advance, including Advance after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceBanks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have been received a certificate of the Borrower stating that there is no change that has had default or would be reasonably expected event of default, and no event or condition exists which could give rise to have a Materially Adverse Effect;any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) There With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall not exist on the date of such have received a duly executed Request for Advance and after giving effect thereto, a Default; andUse of Proceeds Letter; (d) The Each of the Administrative Agent and the Lenders Banks shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Bank may reasonably request request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Banks shall have received such documents and instruments relating to the making such Acquisition or formation of such Advance which new Subsidiary as are set forth described in this Agreement Section 5.13 hereof or otherwise required herein; and (f) No event shall have been fulfilled. The Borrowers hereby agree that occurred and no condition shall exist which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification judgment of the Authorized Signatory thereof that all Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, Borrower or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August February 2, 2008, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, Agreement Date which increases the proceeds principal amount of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there The Administrative Agent shall have been no change received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the Borrower is, as of the date of such Advance and after giving effect thereto, a Default; andin compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof; (dc) The Each of the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions to the making of such Advance which are set forth in this Agreement Lenders shall have been fulfilled. The Borrowers hereby agree that received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (e) No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification reasonable opinion of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoingRequired Lenders, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)expected to have a Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Lenders shall have been received a certificate of the Borrower stating that there is no change that has had default or would be reasonably expected event of default, and no event or condition exists which could give rise to have a Materially Adverse Effect;any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) There With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall not exist on the date of such have received a duly executed Request for Advance and after giving effect thereto, a Default; andUse of Proceeds Letter; (d) The Each of the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received such documents and instruments relating to the making such Acquisition or formation of such Advance which new Subsidiary as are set forth described in this Agreement Section 5.13 hereof or otherwise required herein; and (f) No event shall have been fulfilled. The Borrowers hereby agree that occurred and no condition shall exist which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification judgment of the Authorized Signatory thereof that all Majority Lenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, Borrower or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) The incumbency of the Authorized Signatories of each Borrower shall be as stated in the certificate of incumbency contained in the certificate of such Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist; (d) Since August 2December 31, 2008, there shall have been has occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (ce) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (df) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Each Borrower hereby agree agrees that the delivery delivery, including any deemed delivery, of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall by telephone shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (ihereunder) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties and the Subsidiaries under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2The incumbency of persons authorized by the Borrower to sign documents shall be as stated in the certificate of incumbency delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and each of the Lenders; (c) There shall not exist, 2008on the date of the making of the Advance and after giving effect to the proceeds of the Advance, there a Default or an Event of Default hereunder, and the Administrative Agent shall have been received a Request for Advance signed by an Authorized Signatory so certifying; (d) With respect to any Advance relating to any Acquisition, Investment or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition, Investment, or formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; (e) The Administrative Agent shall have received a duly executed Request for Advance which shall include calculations demonstrating compliance with Sections 7.10, 7.11, 7.12 and 7.13 hereof and certification that since the last day of the fiscal quarter of the Borrower most recently ended, no change that event has had or would be reasonably expected to occurred which could have a Materially Adverse Effect; (cf) There The Administrative Agent shall not exist on have received financial statements of the date of such Advance Borrower demonstrating compliance with Sections 7.8 and after giving effect thereto, a Default7.9 for the immediately preceding fiscal quarter; and (dg) The Administrative Agent and each of the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel or other documents as the Administrative Agent or Lenders it may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilledrequest. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions Borrower as to the matters set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)3.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. (Other than a Certain Funds Advance). The obligation of the Lenders to make each Advance (other than a Certain Funds Advance, including ) on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Effective Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Parties Company under this Agreement and the other Loan DocumentsDocuments (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any respects, except for those representations and warranties that are qualified by materiality qualifier contained therein) at such timeor Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Materially Adverse Effectduly executed Swingline Loan Notice for Swingline Loans; (c) There the incumbency of the Authorized Signatories shall not exist be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Advance and after giving effect thereto, a Default; and (d) The incumbency delivered to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of having a Revolving Loan Commitment; (d) [reserved]; and (e) if such Advance which are set forth consists of an Alternative Currency, there shall not have occurred any change in this Agreement shall have been fulfilled. The Borrowers hereby agree national or international financial, political or economic conditions or currency exchange rates or exchange controls that the delivery of any Request would make it impracticable for such Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth denominated in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, including the initial any Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All each of the representations and warranties of the Borrower Parties under this Agreement and the contained in Article 3 or in any other Margin Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, Documentation shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at the date of such timeAdvance, both before and after giving effect except to the application extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of the proceeds of the Advancesuch earlier date; (b) Since August 2, 2008, there no event or condition shall have been no change that has had resulted in a continuing, or would be reasonably expected to have cause, either individually or in the aggregate, a Materially Material Adverse Effect; (c) There a Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) each Lender and each Agent shall have received a certificate of a Responsible Officer of each Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exist exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (f) the Collateral Requirement shall have been satisfied in all respects; (g) the LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (i) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such ▇▇▇▇▇▇▇▇, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the other Borrower. The borrowing of an Advance shall be deemed to constitute a representation and warranty by Borrowers on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth matters specified in Section 4.3(c4.02(a) through Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Credit Parties under this Agreement and the other Loan DocumentsDocuments (other than those that expressly relate to an earlier date), which, pursuant to Section 5.45.3, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2September 30, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Required Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial any Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) There shall not exist on the date of such Advance and after giving effect thereto, a DefaultDefault or an Event of Default hereunder; and (d) The In the case of any Revolving Loan Advance, receipt by the Administrative Agent of satisfactory evidence that, after borrowing any such Revolving Loan Advance, the Borrowers and the Lenders shall have received all such other certificatesbe in full compliance with Regulations T, reportsU and X of the Board, statements, opinions including evidence that the sum of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to the making sum of such Advance which are set forth in this Agreement shall have been fulfilled(a) 100% of the current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding making of the foregoingAdvance and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Effective Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Parties Company under this Agreement and the other Loan DocumentsDocuments (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any respects, except for those representations and warranties that are qualified by materiality qualifier contained therein) at such timeor Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Materially Adverse Effectduly executed Swingline Loan Notice for Swingline Loans; (c) There the incumbency of the Authorized Signatories shall not exist be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Advance and after giving effect thereto, a Default; and (d) The incumbency delivered to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of having a Revolving Loan Commitment; (d) [reserved]; and (e) if such Advance which are set forth consists of an Alternative Currency, there shall not have occurred any change in this Agreement shall have been fulfilled. The Borrowers hereby agree national or international financial, political or economic conditions or currency exchange rates or exchange controls that the delivery of any Request would make it impracticable for such Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth denominated in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (ihereunder) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties and the Restricted Subsidiaries under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effectduly executed Request for Advance and in the case of other Advances, notice as required by Article 2 hereof; (c) There shall not exist on Each of the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (d) With respect to any Advance relating to any Acquisition, Investment or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions to the making of such Advance which are set forth in this Agreement Lenders shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed received such documents and instruments relating to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoingsuch Acquisition, if the conditionsInvestment, or any formation of them, set forth above a new Restricted Subsidiary as are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth described in Section 4.3(c)5.13 hereof or otherwise required herein; and (e) There shall have occurred no event which could have a Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, an Advance as part of any Borrowing (including the initial Advance Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment further conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower Parties under this Agreement contained in Section 4.01 hereof are true and the other Loan Documents, which, pursuant to Section 5.4, are made at correct on and as of the time date of such AdvanceBorrowing, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the Advance;proceeds therefrom, that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (iii) Immediately following such Borrowing, (A) the aggregate outstanding principal amount of Advances shall not exceed the aggregate amount of the Commitments then in effect and, (B) the aggregate outstanding principal amount of Advances made by any Lender shall not exceed the amount of such Lender’s Commitment. (b) Since August 2, 2008, there The Borrower shall have been no change that has had or would be reasonably expected delivered to have a Materially Adverse Effect; (c) There shall not exist on the date Administrative Agent copies of such Advance other approvals and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders any Lender (through the Administrative Agent) may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August February 2, 20082019, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, then the Borrower shall deliver to the Administrative Agent notice thereof and such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries, if any), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been received a duly executed Request for Advance; (c) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.12 hereof or otherwise required herein; (d) No event shall have occurred and no change that condition shall exist which, in the reasonable judgment of the Required Lenders, has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (ce) There No event or other change shall not have occurred, and no condition shall exist on (other than in connection with the sale, lease, transfer or other disposition or discontinuation of operations of the CLEC Business), which, in the reasonable judgment of the Required Lenders, has had or could reasonably be expected to have (a) any materially adverse effect upon the business, assets, liabilities, financial condition, results of operations or properties of the Parent or the Affiliate Guarantors, taken as a whole or (b) a materially adverse effect upon the binding nature, validity, or enforceability of the Loan Documents to which such Person is a party; in either case, whether resulting from any single act, omission, situation, status, event or undertaking; or taken together with other such acts, omissions, situations, statuses, events or undertakings; and (f) On the date of such Advance and Advance, after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are requested, the Borrower shall be in compliance on a PRO FORMA basis with the covenants set forth in this Agreement shall have been fulfilledSections 7.8 and 7.9 hereof. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Banks to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, Agreement Date which increases the proceeds principal amount of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceBanks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have been no change received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the Borrower is, as of the date of such Advance and after giving effect thereto, a Default; andin compliance with Sections 7.8, 7.9 and 7.10 hereof (which, with respect to the Maine Acquisition, shall be based upon financial operations of the Borrower and of the operations conducted with the assets subject to the Maine Acquisition as of the calendar quarter ended December 31, 1996; (dc) The Each of the Administrative Agent and the Lenders Banks shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Bank may reasonably request request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions to the making of such Advance which are set forth in this Agreement Banks shall have been fulfilled. The Borrowers hereby agree that received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (e) No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification reasonable opinion of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoingMajority Banks, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)expected to have a Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances Advances, or (iii) the an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.5, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist; (d) There shall not exist on the date of such Advance Advance, and after giving effect theretoto the application of the proceeds of such Advance, a Default or an Event of Default; and (de) The Administrative Agent So long as any of the Senior Notes (2004) or the Senior Notes (2006) remain outstanding, the Borrower shall have entered into the Refinancing Notes Escrow Agreement and deposited into an account subject to the Refinancing Notes Escrow Agreement an amount equal to the lesser of (i) the Net Cash Proceeds received by the Borrower from the issuance of the Senior Notes (2013) and the Lenders shall have received all such other certificatesRefinancing Notes, reportsif any, statements, opinions of counsel, or other documents as and (ii) the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification aggregate principal amount of the Authorized Signatory thereof that all of Senior Notes (2004) and the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(cSenior Notes (2006).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.4 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrower and dated the date of such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of such Advance and after giving effect thereto, a DefaultDefault or an Event of Default hereunder; and (de) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding making of the foregoingAdvance and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender to undertake the Lenders Commitment and to make each Advance, including the initial any Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the prior fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advancethe waiver thereof by Lender: (a) Lender shall have received, in form and substance reasonably satisfactory to Lender, a duly executed Request for Advance; (b) Lender shall have received a certificate executed by the chief financial officer of Borrower certifying (i) the Receivables Value and (ii) the Coverage Ratio (after giving effect to such Advance); (c) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.45.3 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and Lender shall have received a certificate (which may be a Request for Advance) to that effect signed by the Authorized Signatory of Borrower in his representative capacity on behalf of Borrower, and not individually, and dated the date of such Advance; (bd) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of Borrower delivered pursuant to Section 4.1 hereof or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effect;Lender; and (ce) There shall not exist on the date of such Advance and after giving effect thereto, a Default; andDefault or Event of Default hereunder. (df) The Administrative Agent and the Lenders There shall not have received all such other certificatesbeen initiated any litigation, reports, statements, opinions of counsel, legal or administrative proceeding or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery action of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification nature in connection with Capital Z's ownership of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Borrower's securities or Capital Stock.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Effective Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Parties Company under this Agreement and the other Loan DocumentsDocuments (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, and additionally, if such Advance shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects (without duplication of any respects, except for those representations and warranties that are qualified by materiality qualifier contained therein) at such timeor Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Materially Adverse Effectduly executed Swingline Loan Notice for Swingline Loans; (c) There the incumbency of the Authorized Signatories shall not exist be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Advance and after giving effect thereto, a Default; and (d) The incumbency delivered to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of having a Revolving Loan Commitment; (d) if such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the delivery subject of any Request proceeding or action described in Section 8.1(f) or (g); and (e) if such Advance consists of an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth denominated in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder hereunder) of the Loans (but excluding Advances, the proceeds of which are to reimburse (i) including the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of a Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Borrower Parties since December 31, 2001, which, if such litigation could reasonably be expected to be determined adversely to such Borrower Parties, could reasonably be expected to have a Materially Adverse Effect, and (iv) at such time, both provide calculations demonstrating the Borrowers' compliance with Section 8.8 hereof before and after giving effect to the application of the proceeds of the requested Advance; (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrowers made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder (and any Advance of the Swing Loans, but excluding Advances, any Advance the proceeds of which are to reimburse (ix) the Swing Bank Loan Lender for Swing Loans, (ii) the Administrative Agent for Agent Advances Loans or (iiiy) the any Issuing Bank for amounts drawn under a Letter of Credit), ) of the Loans is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that there does not exist as of the date hereof, and after giving effect to the requested Advance there shall not exist, any Default or Event of Default, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, (iv) at such time, both provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the application requested Advance and (v) certify that the incurrence of the proceeds of requested Advance (A) shall not violate the Advance;Indenture and (B) shall constitute "Senior Debt" (as defined in the Senior Subordinated Notes Indenture). (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrower made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 6.6(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no Borrowing Base Deficiency shall exist; and (d) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions Default or an Event of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilledDefault hereunder. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding making of the foregoingAdvance and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Restatement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Parties Company under this Agreement and the other Loan DocumentsDocuments (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, and additionally, if such Advance shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects (without duplication of any respects, except for those representations and warranties that are qualified by materiality qualifier contained therein) at such timeor Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Restatement Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Materially Adverse Effectduly executed Swingline Loan Notice for Swingline Loans; (c) There the incumbency of the Authorized Signatories shall not exist be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Original Agreement Date or as subsequently modified and reflected in a certificate of such Advance and after giving effect thereto, a Default; and (d) The incumbency delivered to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of having a Revolving Loan Commitment; (d) if such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the delivery subject of any Request proceeding or action described in Section 8.1(f) or (g); and (e) if such Advance consists of an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth denominated in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders No Advance will be required to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances be made or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties renewed by IBM Credit under this Agreement and the other Loan Documentsunless, which, pursuant to Section 5.4, are made at on and as of the time date of such Advance, the following statements shall be true to the satisfaction of IBM Credit: (A) The representations and warranties contained in this Agreement or in any Other Document are true and correct in all material respects on and as of the date of such Advance as though made on and as of such date (except for any representations or warranties which are made as of any specified date which shall be true and correct in all material respects as of such specified date); (without duplication B) No event has occurred and is continuing or after giving effect to such Advance or the application of any materiality qualifier contained thereinthe proceeds thereof would result in or would constitute a Default; (C) at such time, both No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to the application making of such Advance, no Shortfall Amount exists. Except as Borrower has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (A)) for an Advance hereunder and the receipt (or deemed receipt) by the Borrower of the proceeds of the Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be a representation and warranty by Borrower and each Loan Party that, as of and on the certification date of such Advance, the Authorized Signatory thereof that all of statements set forth in (A) through (D) above are true statements. No such disclosures by Borrower to IBM Credit shall in any manner be deemed to satisfy the conditions precedent to each Advance that are set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; , and the Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrower and dated the date of such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no change that has had or would be reasonably expected to have a Materially Adverse Effect; Borrowing Base Deficiency shall exist; (cd) There shall not exist on the date of such Advance and after giving effect thereto, a DefaultDefault or an Event of Default hereunder; and and (de) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.3 have been satisfiedmaking of the Advance and after giving effect thereto, a Default or an Event of Default hereunder. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).ARTICLE

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, Advance (including but not limited to the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is will be subject to the fulfillment further conditions precedent that, on the date of each such Advance, before and immediately after giving effect thereto, the following statements must be true and correct, and the making by Borrower of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations applicable Borrowing Request will constitute Borrower’s representation and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at warranty that on and as of the time date of such Borrowing Request and as of the date of the requested Borrowing, before and immediately after giving effect thereto, the following statements are and will be true and correct: (i) Lender shall have received a Date Down Endorsement from the Title Insurer effective as of the date of the Advance, shall ; (ii) The representations and warranties contained in Article IV of this Agreement are and will be true and correct in all material respects as though made on and as of such date, unless such representations and warranties are expressly stated to be made as of an earlier date; (without duplication iii) There shall have occurred no material adverse change in the condition or value of any materiality qualifier contained thereinthe Property, as defined in the Mortgage; (iv) at such time, both before and after After giving effect to the application requested Advance, the Unused Commitment will not be less than zero; (v) No event has occurred and is continuing or would result from the requested Advance that constitutes or would constitute a Default or an Event of Default; (vi) The most recent financial statements delivered to Lender pursuant to Section 5.3 present fairly the financial position and results of operations of Borrower and the other Persons reported therein as of the proceeds of date of, and for the Advance; (b) Since August 2periods presented in, 2008such financial statements, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on and since the date of such Advance financial statements there has not been any material adverse change in the financial condition or operations of Borrower or the other Persons reported therein; and after giving effect thereto, a Default; and (dvii) The Administrative Agent Borrower is and the Lenders shall have received will be in compliance with all such other certificates, reports, statements, opinions covenants contained in Articles V and VI of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, including the initial first Advance hereunder (but excluding Advances, on the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)first Drawdown Date, is subject to the fulfillment of each of the following conditions immediately precedent having been satisfied (or waived in writing by the Lender) on or prior to or contemporaneously with such Advancethe relevant Drawdown Date: (a) All the Lender shall have received a Notice of Drawdown as required by Section 2.03(a); (b) the Borrower shall have paid the fees due pursuant to Section 2.08 and any other fees payable pursuant hereto; (c) immediately after the making of the relevant Advance, (i) the aggregate outstanding principal amount of the Advances of each Tranche will not exceed the maximum amount available under such Tranche, and (ii) the aggregate outstanding principal amount of all Advances will not exceed the Commitment; (d) evidence that, if the test set out in Section 7.01(l)(i) were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or repay part of the Advances as therein provided (determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv) or Section 7.01(l)(ii), as the case may be); (e) immediately after the making of the relevant Advance, no Default or Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Obligors contained in this Agreement shall be true mutatis mutandis on and as of the date of the relevant Advance, unless such representation or warranty shall expressly relate to a different date; (g) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified): (i) a certificate of an officer of the Borrower (for itself and as sole member of each Guarantor), dated as of the relevant Drawdown Date (the statements made in such certificate shall be true on and as of such Drawdown Date), certifying as to (A) the absence of any amendments to the articles of incorporation and by-laws, or certificate of formation and limited liability company agreement of each Obligor certified to the Lender pursuant to Sections 3.01(c) or 3.03(c)(ii) above, (B) the due incorporation or formation, as the case may be, and good standing of each Obligor, as a corporation or limited liability company formed under the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands and the absence of any proceeding for the dissolution or liquidation of such Obligor, (C) the veracity of the representations and warranties of the Borrower Parties under Obligors contained in this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at mutatis mutandis on and as of the time date of such the relevant Advance, unless such representation or warranty shall expressly relate to a different date, and (D) the absence of any event occurring and continuing, or resulting from the making of the relevant Advance that constitutes a Default; (ii) a duly signed and completed Compliance Certificate confirming that the Borrower shall be true and correct in all material respects (without duplication compliance with the provisions of any materiality qualifier contained therein) at such time, both before and Article VI immediately after giving effect to the application making of the proceeds of the relevant Advance; (biii) Since August 2, 2008, there shall have been no change that has had the original of any power of attorney issued in favor of any Person executing any Loan Document (or would be reasonably expected any other document delivered pursuant to have a Materially Adverse EffectLoan Document) on behalf of any Obligor in relation to the relevant Advance; (civ) There shall not exist on true and complete copies of any governmental or regulatory consents, filings, registrations, approvals and waivers required in connection with the date execution, delivery and performance of such Advance (A) each Loan Document executed in relation to the relevant Advance, and after giving effect thereto(B) the consummation of the transactions contemplated thereby; (v) if applicable, the relevant confirmation exchanged under the Master Agreement and which evidences a DefaultTransaction entered into between the Borrower and the Lender in connection with the relevant Advance, and any mandates required in connection therewith; and (dvi) The Administrative Agent such opinions, consents, agreements and documents in connection with this Agreement, the Master Agreement and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents Collateral Documents as the Administrative Agent or Lenders Lender may reasonably request and all other conditions by notice to the Borrower prior to the relevant Drawdown Date; and (h) to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Section 3.01(k), such further documents and evidence as the Lender shall require relating to the Lender’s knowledge of its customers. The making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an each Advance hereunder shall be deemed to be a representation and warranty by the certification Obligors on the date of such Advance as to the Authorized Signatory thereof that all facts specified in clauses (c), (d), (e) and (f) of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)3.04.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, Agreement Date which increases the proceeds principal amount of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have been no change received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the Borrower is, as of the date of such Advance and after giving effect thereto, a Default; andin compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof; (dc) The Each of the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions to the making of such Advance which are set forth in this Agreement Lenders shall have been fulfilled. The Borrowers hereby agree that received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (e) No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification reasonable opinion of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoingMajority Lenders, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)expected to have a Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, any Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All Each of the representations and warranties of the Borrower Parties under this Agreement and the contained in Article 3 or in any other Margin Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, Documentation shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at the date of such timeAdvance, both before and after giving effect except to the application extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of the proceeds of the Advancesuch earlier date; (b) Since August 2, 2008, there No event or condition shall have been no change that has had resulted in a continuing, or would be reasonably expected to have cause, either individually or in the aggregate, a Materially Material Adverse Effect; (c) There Borrower shall not exist on have delivered a Borrowing Notice in accordance with the requirements hereof; (d) Each Lender and each Agent shall have received a certificate of a Responsible Officer of Borrower dated the date of such Advance and certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) No Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (f) The Collateral Requirement shall have been satisfied in all respects; and (dg) The LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level. (h) Substantially all of the Borrower’s assets are comprised of the Collateral and substantially all of the Borrower’s liabilities are those created under the Margin Loan Documentation. (i) Administrative Agent and the Lenders shall have received all such other certificatesfrom Borrower a certificate from a Responsible Officer of Borrower, reports, statements, opinions of counsel, or other documents dated as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof Advance Date, which shall contain representations that all of the conditions set forth in this Section 4.3 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may ; provided that this Section 4.02(i) shall be waived deemed satisfied by the requisite Lenders under Section 11.12, and, in any event delivery by the Majority Lenders may waive Borrower of a Borrowing Notice . The borrowing of an Advance on the condition set forth Advance Date shall be deemed to constitute a representation and warranty by Borrower on the date thereof as to the matters specified in Section 4.3(c4.02(a) through Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, Advance (including the initial Advance hereunder (but excluding Advances, the proceeds and including any Advance of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of made by or with respect to Holdco, the Borrower Parties and the Designated Subsidiaries, or any of them, under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist exist, on the date of the making of such Advance and after giving effect theretoto the proceeds of such Advance, a Default; and (d) The Administrative Agent Default or Event of Default hereunder, and the Lenders Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any a Request for Advance hereunder or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower so certifying, which Request for Advance or Swing Loan Request, as applicable, shall also (i) certify the Borrower's compliance with the Financial Covenants, (ii) provide calculations demonstrating the Borrower's compliance with Section 9.1 hereof before and after giving effect to such Advance and (iii) certify that each of the SBC Lease Documents is in full force and effect or, if any of SBC Lease Documents has been terminated, that Holdco has received all amounts required to be paid to Holdco pursuant to Section 14.1 (or any telephonic request for an Advance hereunder shall be deemed to be the certification similar provision) of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 SBC Agreement to Sublease and such amounts have been satisfied. Notwithstanding applied to prepay the foregoing, if Loans as and to the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under extent required pursuant to Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)2.7(d) hereof.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, Advance (including but not limited to the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is will be subject to the fulfillment further conditions precedent that, on the date of each such Advance, before and immediately after giving effect thereto, the following statements must be true and correct, and the making by Borrower of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations applicable Borrowing Request will constitute Borrower’s representation and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at warranty that on and as of the time date of such Borrowing Request and as of the date of the requested Borrowing, before and immediately after giving effect thereto, the following statements are and will be true and correct: (i) Lender shall have received a Date Down Endorsement from the Title Insurer effective as of the date of the Advance, shall ; (ii) The representations and warranties contained in Article IV of this Agreement are and will be true and correct in all material respects as though made on and as of such date, unless such representations and warranties are expressly stated to be made as of an earlier date; (without duplication iii) There shall have occurred no material adverse change in the condition or value of any materiality qualifier contained thereinthe Property, as defined in the Mortgage; (iv) at such time, both before and after After giving effect to the application of requested Advance, the proceeds of the AdvanceUnused Commitment will not be less than zero; (bv) Since August 2, 2008, there shall have been no change that No event has had occurred and is continuing or would be reasonably expected to have result from the requested Advance that constitutes or would constitute a Materially Adverse EffectDefault or an Event of Default; (cvi) There shall not exist on The most recent financial statements delivered to Lender pursuant to Section 5.3 present fairly the financial position and results of operations of Borrower and the other Persons reported therein as of the date of, and for the periods presented in, such financial statements, and since the date of such Advance and after giving effect thereto, a Defaultfinancial statements there has not been any material adverse change in the financial condition or operations of Borrower or the other Persons reported therein; and (dvii) The Administrative Agent Borrower is and the Lenders shall have received will be in compliance with all such other certificates, reports, statements, opinions covenants contained in Articles V and VI of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder hereunder) of the Loans (but excluding Advances, the proceeds of which are to reimburse (i) including the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Rainbow Companies or any of the MGM Companies since December 31, 2001, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) at such time, both provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the application of the proceeds of the requested Advance;. (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrower made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including including, without limitation, the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)Advance, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All With respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, all of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the making of the Advance and application of the proceeds of the Advance, except to the extent they relate solely to an earlier date or time period; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the Borrower's loan certificate delivered pursuant to Section 3.1(a) hereof or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) There With respect to Advances which, if funded, would increase the aggregate amount of Loans outstanding hereunder, the Administrative Agent and the Lenders shall have received a duly executed Request for Advance, which shall certify the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.14 and 7.15 hereof, both before and after giving effect to the making of the requested Advance; and (d) With respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, there shall not exist exist, on the date of such the making of the Advance and after giving effect thereto, a Default; Default hereunder, and (d, since the date of the most recent audited annual financial statements of the Borrower and the Restricted Subsidiaries referred to in Section 4.1(k) The or required to have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.2 hereof, there shall not have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in occurred any event which could reasonably be expected to have or which has had a Materially Adverse Effect, except for any such event affecting the Majority Lenders may waive the condition set forth in Section 4.3(c)cable television industry generally.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2January 29, 20082022, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, then the Borrower shall deliver to the Administrative Agent notice thereof and such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each AdvanceAdvance (including, including without limitation, the initial Advance hereunder (but excluding Advances, the proceeds (w) a purchase of which are participation of a Swing Line Loan pursuant to reimburse (i) the Swing Bank for Swing LoansSection 2.2(f), (iix) the Administrative Agent for Agent Advances or (iii) a Letter of Credit Loan made by the Issuing Bank for amounts drawn under or a Revolving Lender pursuant to Section 2.2(g), (y) a conversion of all or a portion of an Advance from one Type to the other pursuant to Section 2.2(b)(ii)(B) or Section 2.2(c)(ii)(B) and (z) a rollover of all or a portion of an Advance of the same Type pursuant to Section 2.2(b)(ii)(A) or Section 2.2(c)(ii)(A)), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew or extend a Letter of Credit), is subject to the fulfillment further conditions precedent that on the date of such Advance or issuance or renewal, (a) the following statements shall be true (and each of the following conditions immediately prior to giving of the applicable Request for Advance, or contemporaneously with Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such Advance:Advance or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Advance or issuance or renewal such statements are true): (ai) All of the representations and warranties of the Borrower Parties and the Restricted Subsidiaries under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) as if made at such time, both before and immediately after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties; (bii) Since August 2No Default has occurred and is continuing, 2008or would result from such Advance or issuance or renewal or from the application of the proceeds therefrom; (iii) With respect to any Advance relating to any Acquisition, there Investment or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition, Investment, or formation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (iv) There shall have occurred no event, and no litigation shall have been commenced (and no change that has had or would adverse development shall have occurred in existing litigation), which could reasonably be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the an Issuing Bank for amounts drawn under a Letter of CreditCredit or Advances which convert existing Eurodollar Advances into Base Rate Advances or, which convert Base Rate Advances into Eurodollar Advances or which continue Eurodollar Advances into another Eurodollar Advance Period), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.4 hereof, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrower and dated the date of such Advance; (b) Since August 2If the Authorized Signatory requesting such Advance has not previously provided same to the Agent, 2008, there an incumbency certificate for such Authorized Signatory shall have been no change that has had or would be reasonably expected submitted to have a Materially Adverse Effectthe Agent with the request for such Advance; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of such Advance and after giving effect thereto, a DefaultDefault or an Event of Default hereunder; and (de) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding making of the foregoingAdvance and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of CreditInitial Advance), is shall be subject to the fulfillment of each satisfaction of the following further conditions immediately prior to precedent before or contemporaneously concurrently with the date of such Advance: (a) All the following statements shall be true and Lender shall have received a certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance shall constitute a representation and warranty by Borrower that both on the date of such Notice of Borrower and on the date of such Advance such statements are true): (i) the representations and warranties of the Borrower Parties under this Agreement and the other contained in each Loan Documents, which, pursuant to Section 5.4, Document are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at such timedate, both before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date and each Mortgage Loan, in respect in which such Advance is made, is an Eligible Mortgage Loan, subject to any exceptions approved in advance by Lender; (ii) no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the Borrowing Limit (based upon the Loan Values at the time of Borrower's request for such Advance) or violate any of the limitations set forth in SECTION 2.02; (iv) no Borrowing Base Deficiency (based upon the Loan Values at the time of Borrower's request for such Advance) exists or would result from such Advance or from the application of the proceeds therefrom; and (v) the information relating to the Mortgage Loans contained in the schedule attached hereto as EXHIBIT D shall be attached to such certificate and such certificate shall state that said information is true and correct. (b) Since August 2, 2008, there Lender shall have been no change that has had received on or would be reasonably expected before the date of the proposed Advance, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to have Lender (unless otherwise specified): (i) a Materially Adverse EffectBorrowing Base Certificate; (ii) a duly executed Assignments of Mortgage and endorsements to each Mortgage Note prepared in blank; and (iii) the Mortgage File for each Mortgage Loan added to the Collateral since the date of the last Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders Lender shall have received all such other certificates, reports, statementsapprovals, opinions of counsel, or other documents as the Administrative Agent or Lenders Lender may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) and the Swing Bank for Line Lender to make a Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Line Advance is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance or Swing Line Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance or Swing Line Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance or Swing Line Advance and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties and no Default shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of Loans outstanding hereunder, the Funding Agent shall have been no change that has had received a duly executed Request for Advance or would be reasonably expected to have a Materially Adverse EffectRequest for Swing Line Advance, as applicable; (c) There shall not exist on Each of the date of such Advance and after giving effect thereto, a Default; and (d) The Co-Administrative Agent Agents and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel or other documents as the Co-Administrative Agent Agents or Lenders any Lender may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement request; and (d) There shall have been fulfilledoccurred no Materially Adverse Effect. The Borrowers hereby agree that acceptance of the delivery proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder Loans which would increase the aggregate dollar amount of the Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of CreditInitial Advance), is shall be subject to the fulfillment of each satisfaction of the following further conditions immediately prior to precedent before or contemporaneously concurrently with the date of such Advance: (a) All the following statements shall be true and Lender shall have received a certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance shall constitute a representation and warranty by Borrower that both on the date of such Notice of Borrowing and on the date of such Advance such statements are true): (i) the representations and warranties of the Borrower Parties under this Agreement and the other contained in each Loan Documents, which, pursuant to Section 5.4, Document are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at such timedate, both before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date and each Mezzanine Loan or B Note, in respect in which such Advance is made, is an Eligible Mezzanine Loan or Eligible B Note, as the case may be, subject, in either case, to any exceptions approved in advance by Lender; (ii) no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the applicable Borrowing Limit; (iv) no Borrowing Base Deficiency in excess of the applicable Threshold Amount (based upon the Loan Values at the time of Borrower’s request for such Advance;) exists with respect to any outstanding Advance; and (v) the information relating to the Mezzanine Loans and B Notes contained in the schedule attached hereto as Exhibit C shall be attached to such certificate and such certificate shall state that said information is true and correct. (b) Since August 2, 2008, there Lender shall have been no change that has had received on or would be reasonably expected before the date of the proposed Advance, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to have Lender (unless otherwise specified): (i) a Materially Adverse Effect;Notice of Borrowing; and (ii) a Borrowing Base Certificate and the Legal File for each Mezzanine Loan or B Note added to the Collateral since the date of the last Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders Lender shall have received all such other certificates, reports, statementsapprovals, opinions of counsel, or other documents as the Administrative Agent or Lenders Lender may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of In addition to the Lenders conditions precedent stated elsewhere herein, Lender shall not be obligated to make each Advance, including the initial any Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: unless: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, contained in Article IV are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before on and after giving effect to the application as of the proceeds date of such Advance as though made on and as of such date; (b) on the date of the Advance; , no Event of Default, and no event which, with the lapse of time or notice or both, could become an Event of Default, has occurred; (bc) Since August 2, 2008, there shall have been no change that has had material adverse change, as determined by Lender in its reasonable judgment, in the financial condition or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date business of such Advance and after giving effect thereto, a DefaultBorrower; and (d) The Administrative Agent and the Lenders sum of (i) the aggregate principal amount outstanding under this Agreement plus (ii) the requested Advance, does not exceed the Maximum Principal Amount; (e) Lender shall have received an aged accounts receivable report of all accounts receivable of the Borrower; (f) if requested by Lender, all Access Capital Claims shall have been fully paid, and (if requested by Lender) Lender shall have received, the Access Capital Release, (g) Lender has been fully reimbursed for all of its legal and accounting costs and expenses incurred in connection with the preparation, negotiation and entering into of the Loan Documents (or has elected, in its sole discretion, to consider any unpaid portion of such amounts an Advance under this Agreement) and (h) Lender shall have received such other certificatesapprovals, reportsopinions, statementsdocuments, opinions of counsel, certificates or other documents evidences as the Administrative Agent or Lenders Lender may reasonably request (in form and all other conditions substance reasonably satisfactory to the making of such Advance which are set forth in this Agreement shall have been fulfilledLender). The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic Each request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof a representation by Borrower that all of the conditions set forth in of this Section 4.3 3.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder hereunder) of the Loans (but excluding Advances, the proceeds of which are to reimburse (i) including the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the RMG Companies or any of the MGM Companies since December 31, 2000, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) at such time, both provide calculations demonstrating compliance with Section 8.8 hereof before and after giving effect to the application of the proceeds of the requested Advance; (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrower made as of the Authorized Signatory thereof time of 53 requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.3, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects and unless such representation or warranty is made as of any materiality qualifier contained thereinan earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2December 26, 20082010, there shall have been has occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default or an Event of Default; and; (d) If, on or after the Agreement Date until the date of the first field exam by the Co-Collateral Agents after the Agreement Date, the Borrowers shall request an Advance which, together with all other Advances made and Letters of Credit issued before such requested Advance, is in an aggregate amount in excess of $10,000,000, the Borrowers shall provide the Co-Collateral Agents written notice at least fifteen (15) days prior to the date of the requested Advance and the opportunity to conduct a field exam of the Borrowers’ Accounts during such fifteen (15) day period; (e) If either (i) Availability is less than the Availability Trigger Amount during any Testing Trigger Period or (ii) since the date of the most recent Advance or issuance of Letter of Credit (including the initial Advance and initial issuance of Letter of Credit, as applicable), the Transaction Conditions (Undrawn) are relied upon at any time during the period of time beginning with the first day of the fiscal quarter ended immediately preceding the requested date of a new Advance to and including such requested date of borrowing, by any Borrower Party to permit a transaction or event which would otherwise have not been permitted under Sections 8.1, 8.2, 8.4, 8.5, 8.7 or 8.13 of this Agreement, then a certificate of the Borrower Parties certifying as to compliance, after giving effect to such requested Advance, with the Fixed Charge Coverage Ratio, including arithmetical calculations required to determine the same, as set forth in Section 8.8 (notwithstanding that compliance with the Financial Covenants may not, as of such date, be required pursuant to the terms hereof) shall be delivered to the Administrative Agent with the applicable Request for Advance; (f) The most recent Borrowing Base Certificate which shall have been delivered to the Co-Collateral Agents pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist; (g) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request in their respective Permitted Discretion and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled; and (h) Unless otherwise consented to in writing by the Administrative Agent and the Majority Lenders, none of the events or conditions described in Section 9.1(g) or (h) shall then exist with respect to any Borrower Party or any Subsidiary of any Borrower Party; provided that, notwithstanding the consent of the Administrative Agent and the Majority Lenders, no Advance shall be permitted in such instance if the proceeds thereof directly or indirectly fund any Borrower Party, or Subsidiary thereof, as to which any of the events or conditions described in Section 9.1(g) or (h) exist, except to the extent permitted and made as an Investment pursuant to Section 8.5. The Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance or such Request for Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Administrative Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) After giving effect to such Advance, the Aggregate Revolving Credit Obligations shall not exceed the Revolving Loan Commitments; (d) There shall not exist on the date of such Advance and after giving effect theretoto the application of the proceeds of such Advance, a DefaultDefault or an Event of Default and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance; and (de) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof of the Administrative Borrower thereof, on behalf of the Borrowers, that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder and that all of the other conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)Advance, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower Parties and Guarantors under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.17, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2, 2008, there the incumbency of the Responsible Officer shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of Borrower delivered pursuant to Section 3.1(a)(ix) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse EffectLender; (c) There after giving effect to the making of such Advance, the aggregate principal amount of all (i) Overadvances outstanding shall not exist exceed the applicable amount of the Overadvance Subfacility and (ii) Advances outstanding shall not exceed the lesser of the Borrowing Base and the Maximum Amount; (d) there shall not exist, on the date of such Advance and after giving effect thereto, a Default; (e) if such Advance is requested in connection with a Purchase Order, Borrower shall deliver to Lender (i) such Purchase Order, (ii) a current credit report for the customer with respect to such Purchase Order, (iii) all other agreements, instruments and other documents executed or delivered in connection with such Purchase Order, in the exact form received by Borrower, and (iv) a schedule of all expected disbursements (and timing therein) to effectuate the completion of such Purchase Order; and (df) The Administrative Agent and the Lenders Lender shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders Lender may reasonably request request, and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery delivery, including any deemed delivery, of any Request for Notice of Advance hereunder or any telephonic request for an Advance hereunder shall shall, in each case, be deemed to be the certification of the Authorized Signatory thereof Responsible Officer that all of the conditions set forth in this Section 4.3 3.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Credit Parties under this Agreement and the other Loan DocumentsDocuments (other than those that expressly relate to an earlier date), which, pursuant to Section 5.45.3, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2December 31, 20082010, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Required Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Restatement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Parties Company under this Agreement and the other Loan DocumentsDocuments (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any respects, except for those representations and warranties that are qualified by materiality qualifier contained therein) at such timeor Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Restatement Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Materially Adverse Effect;duly executed Swingline Loan Notice for Swingline Loans; and (c) There the incumbency of the Authorized Signatories shall not exist be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Original Agreement Date or as subsequently modified and reflected in a certificate of such Advance and after giving effect thereto, a Default; and (d) The incumbency delivered to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)having a Revolving Loan Commitment.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Banks to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds and including those Advances made by virtue of which are to reimburse (iSections 2.2(b)(ii) the Swing Bank for Swing Loans, (iiand 2.2(c)(ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)hereof, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties and its Subsidiaries under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, except with respect to changes therein as permitted under this Agreement, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2The incumbency of persons authorized by the Borrower to sign documents shall be as stated in the certificate of incumbency delivered pursuant to Section 3.1(a)(i) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent, 2008the Managing Agents, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effectand each of the Banks whose names appear on the signature pages hereof; (c) There shall not exist exist, on the date of such the making of the Advance and after giving effect theretoto the proceeds of the Advance, a DefaultDefault or an Event of Default hereunder, and the Administrative Agent shall have received a Request for Advance signed by an Authorized Signatory so certifying, which Request for Advance shall also certify the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.17 hereof; and (d) The Administrative Agent Agent, the Managing Agents, and each of the Lenders Banks shall have received all such other certificates, reports, statements, opinions of counsel, counsel or other documents as it may, having given the Administrative Agent or Lenders may Borrower two (2) Business Days' prior notice, reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilledrequest. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions Borrower as to the matters set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)3.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The Notwithstanding any other provision of this Agreement, the obligation of the Lenders Lender to make each Advance, including advance any Advance to the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Borrower in accordance with Section 2.2 is subject to the fulfillment of and conditional upon each of the following terms and conditions immediately prior to being satisfied or contemporaneously with such Advancewaived: (a) All of the all representations and warranties of made by the Borrower Parties under this Agreement herein, and the in any other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advancedocument delivered in connection herewith, shall be true and correct in all material respects; (b) all material approvals, consents, and authorizations of Governmental Authorities or other persons required in connection with this Agreement and the other Loan documents shall have been obtained and remain in effect, including without limitation the approval of the TSX Venture Exchange with respect to the matters herein; (c) except as set forth in Schedule 4.1(h), there shall not exist, nor shall there be any pending or threatened (in writing), action, proceeding, investigation, order, or claim (before any Governmental Authority or otherwise) against or affecting the Borrower or any of its subsidiaries, which has, or would reasonably be expected to have, a Material Adverse Effect; (d) there shall have been no change, event or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect on the Borrower or any of its subsidiaries; (e) the Borrower shall have in all material respects performed and complied with all agreements, covenants, and conditions herein, and in the other documents to be delivered in connection with the Loan, required to be performed and complied with on or prior to the date of the proposed Advance, except those agreements and conditions waived by the Lender; (without duplication f) no Event of any materiality qualifier contained therein) at Default under this Agreement shall have occurred and be continuing on such time, both before and date or after giving effect to the application of the proceeds of the proposed Advance; (bg) Since August 2, 2008, there shall have been no change not exist any material litigation or any investigation, bankruptcy, injunction, order, or claim affecting or relating to the Borrower or any of their respective subsidiaries which would reasonably be expected to affect the legality, validity, or enforceability of this Agreement or any other document delivered in connection herewith, that has had not been settled, dismissed, vacated, discharged, or would be reasonably expected to have a Materially Adverse Effectterminated; (ch) There shall not exist on the delivery to the Lender of a certificate executed by a senior officer of the Borrower, in form and substance satisfactory to the Lender, acting reasonably, dated as of the date hereof, as to each of such Advance and after giving effect thereto, a Defaultthe matters provided for in this Section 3.2; and (di) The Administrative Agent and the Lenders Borrower shall have received all such other certificates, reports, statements, opinions performed and complied with the provisions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)2.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder (and any Advance of the Swing Loans, but excluding Advances, any Advance the proceeds of which are to reimburse (ix) the Swing Bank Loan Lender for Swing Loans, (ii) the Administrative Agent for Agent Advances Loans or (iiiy) the any Issuing Bank for amounts drawn under a Letter of Credit), ) of the Loans is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) at such time, both provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the application of the proceeds of the requested Advance;. (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrower made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2January 30, 20082016, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make make, Convert or Continue each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Advance;Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby. (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effect;duly executed Request for Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein. (i) There shall not exist any action, suit, proceeding or investigation pending against, or, to the making knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, and (ii) no event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in this Agreement Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 hereof and that no Default or Event of Default shall have been fulfilledbe caused hereunder by such Advance. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, any Advance on the occasion of any Borrowing (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (ifirst Borrowing hereunder) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All Each of the representations and warranties of the Borrower Parties under this Agreement and the Guarantor contained in Article 3 or in any other Margin Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, Document shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at the date of such timeBorrowing, both before and after giving effect except to the application extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of the proceeds of the Advancesuch earlier date; (b) Since August 2the date of the last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, 2008as applicable, there shall have been with respect to Guarantor, no change that event or condition has had resulted in, or would could be reasonably expected to have cause, either individually or in the aggregate, a Materially Material Adverse EffectEffect with respect to Guarantor; (c) There Borrower shall not exist on have delivered a Borrowing Notice in accordance with the date of such Advance and requirements hereof; (d) Immediately after giving effect theretoto such Borrowing, a the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred and be continuing, or would result from such Borrowing or from the application of the proceeds therefrom; (f) Borrower shall not have provided notice of termination of the Commitments; and (dg) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement Collateral Requirement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Parent and the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effectduly executed Request for Advance; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; (e) No event shall have occurred and no condition shall exist which, in the reasonable judgment of the Majority Lenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries; and (f) On the date of such Advance, after giving effect to the making of such Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 of this Agreement and that no Default or Event of Default shall have been fulfilledbe caused hereunder by such Advance. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) and the Swing Bank for Line Lender to make Swing Loans, (ii) Line Advances on or after the Administrative Agent for Agent Advances or (iii) Agreement Date which increases the Issuing Bank for amounts drawn under a Letter principal amount of Credit), the Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance or Swing Line Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there The Administrative Agent shall have been no change received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the Borrower is, as of the date of such Advance and after giving effect thereto, a Default; andin compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof; (dc) The Each of the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions to the making of such Advance which are set forth in this Agreement Lenders shall have been fulfilled. The Borrowers hereby agree that received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (e) No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification reasonable opinion of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoingRequired Lenders, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)expected to have a Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make make, Convert or Continue each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Advance;Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby. (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effect;duly executed Request for Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. (d) With respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein. (e) No event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the making of such Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in this Agreement Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall have been fulfilledbe caused hereunder by such Advance. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder (and any Advance of the Swing Loans, but excluding Advances, any Advance the proceeds of which are to reimburse (ix) the Swing Bank Loan Lender for Swing Loans, (ii) the Administrative Agent for Agent Advances Loans or (iiiy) the any Issuing Bank for amounts drawn under a Letter of Credit), ) of the Loans is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that there does not exist as of the date hereof, and after giving effect to the requested Advance there shall not exist, any Default or Event of Default, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, (iv) at such time, both provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the application requested Advance and (v) certify that the incurrence of the proceeds of requested Advance (A) shall not violate the Advance;Indenture and (B) shall constitute “Senior Debt” (as defined in the Senior Subordinated Notes Indenture). (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrower made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each AdvanceAdvance (other than in connection with a Continuation or Conversion) which, including if funded would increase the initial Advance hereunder (but excluding Advances, aggregate principal amount of Loans outstanding after the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries, if any), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there The Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effectduly executed Request for Advance; (c) There shall not exist on With respect to any Advance relating to any Acquisition or the date formation of such Advance and after giving effect theretoany Subsidiary which is permitted hereunder, a Default; and (d) The the Administrative Agent and the Lenders shall have received all such other certificatesdocuments and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.12 hereof or otherwise required herein; (d) No event shall have occurred and no condition shall exist which, reportsin the judgment of the Required Lenders, statementshas had or could reasonably be expected to have a Materially Adverse Effect; and (e) On the date of such Advance, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions after giving effect to the making of such Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in this Agreement shall have been fulfilledSections 7.8, 7.9, 7.10 and 7.17 of the Agreement. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of Parent and the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iother than in connection with a Continuation or Conversion) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower’s Subsidiaries, if any), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the AdvanceLenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) Since August 2, 2008, there the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effectduly executed Request for Advance; (c) There shall not exist on with respect to any Advance relating to any Acquisition or the date formation of such Advance and after giving effect theretoany Subsidiary which is permitted hereunder, a Default; and (d) The the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions documents and instruments relating to such Acquisition or formation of counsel, a new Subsidiary as are described in Section 5.12 hereof or other documents as otherwise required herein on or before the Administrative Agent requested funding date; (d) no event shall have occurred and no condition shall exist which has had or Lenders may could reasonably request and all other conditions be expected to have a Materially Adverse Effect; and (e) on the making date of such Advance which are Request for Advance, after giving effect to such Advance, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8 and 7.9 of this Agreement shall have been fulfilledAgreement. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder (other than a Continuation or any telephonic request for an Advance hereunder a Conversion) shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, an Advance (including the initial Advance hereunder (but excluding Advances, Advance) shall be subject to the proceeds of which are to reimburse following further conditions precedent: (i) Borrower shall have duly delivered a Notice of Borrowing in accordance with the Swing Bank for Swing Loans, requirements hereof; (ii) At the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter time of Credit), is subject and immediately after giving effect to the fulfillment of Advance, each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of contained in Section 4 (Representations and Warranties) shall be true and correct in all material respects, except to the Borrower Parties under this Agreement extent any such representations and the other Loan Documentswarranties specifically refer to an earlier date, which, pursuant to Section 5.4, in which case they are made at true and correct in all material respects as of the time of such Advancedate; provided that in each case any such representation and warranty that contains qualifications as to “materiality”, “Material Adverse Effect” or similar language, shall be true and correct in all material respects respects; (without duplication iii) At the time of any materiality qualifier contained therein) at such time, both before and immediately after giving effect to the application Advance, no Default or Event of the proceeds of the Default has occurred and is continuing or would result from such Advance; (b1) Since August The Total Exposure Amount will not exceed the lesser of (x) the Facility Amount and (y) the Target Exposure Amount, and (2, 2008, there ) the Asset Coverage shall have been no change that has had or would not be reasonably expected less than the Minimum Asset Coverage immediately after giving effect to have a Materially Adverse Effectsuch Advance; (cv) There shall not exist on the date of The Transaction and such Advance (1) are permitted by the laws and after giving effect theretoregulations of each jurisdiction to which Borrower, a DefaultAgent and Lender are subject, (2) are permitted under Borrower’s Formation Documents and Prospectus, (3) do not violate any order, writ, judgment, injunction, determination or decree of any Governmental Authority and (4) will not subject Agent or Lender to any unreimbursed penalty or liability under or pursuant to any applicable law or regulation; and (dvi) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)[Redacted].

CONDITIONS PRECEDENT TO EACH ADVANCE. Issuance. The obligation of the Lenders each Lender to make an Advance (including a Swing Line Advance), including on the occasion of each Advance, Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to Issue each Letter of Credit (including the initial Letter of Credit) shall be subject to the further conditions precedent that on the date of such Advance hereunder or Issuance the following statements shall be true (but excluding Advances, and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower or the respective Subsidiary Borrower of the proceeds of which such Advance and the request for Issuance by the Borrower, a Subsidiary Borrower or an LC Subsidiary shall constitute a representation and warranty by the Borrower, such Subsidiary Borrower or such LC Subsidiary that on the date of such Borrowing or Issuance such statements are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance:true): (a) All The representations and warranties contained in Section 6.01 hereof (other than, in the case of any Advance or Issuance that does not increase the outstanding principal amount of the Advances or Letter of Credit Liability, the representations and warranties contained in Section 6.01(f) hereof and in Section 6.01(g) hereof), Section 6 of the Borrower Parties under this Security Agreement and Section 6 of the other Loan Documents, which, pursuant to Section 5.4, Subsidiary Guaranty are made at correct on and as of the time date of such AdvanceBorrowing or Issuance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to such Borrowing or Issuance, and to the application of the proceeds therefrom, as though made on and as of the Advancesuch date; (b) Since August 2No event has occurred and is continuing, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on result from such Borrowing or from the date application of the proceeds therefrom or from such Advance and after giving effect theretoIssuance, a which constitutes an Event of Default or Default; and (dc) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth will be in this Agreement shall have been fulfilled. The Borrowers hereby agree that compliance with the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition respective criteria set forth in Section 4.3(c)2.01(a) and Section 2.01(b)(i) and (ii) hereof, as the case may be, or the Issuance of such Letter of Credit will be in compliance with the criteria set forth in Section 3.01(a)(i) and (ii) hereof, as the case may be.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the making by the Lenders of each Advance (before as well as after giving effect to make each Advance, including such Advance and to the initial Advance hereunder (but excluding Advances, proposed use of the proceeds thereof): (a) The Agent shall have received a timely Notice of which are to reimburse Borrowing from the Borrower in accordance with Article II; (b) No Default or Event of Default shall have occurred and be continuing; (c) Such Advance shall not cause (i) the Swing Bank for Swing Loansaggregate principal amount of all outstanding Advances to exceed the Commitment, (ii) the Administrative Agent for Agent aggregate principal amount of all outstanding Advances or (other than Unsecured Advances) to exceed the then Maximum Availability Amount, and (iii) the Issuing Bank for amounts drawn under a Letter aggregate principal amount of Credit), is subject all outstanding Unsecured Advances to exceed $30,000,000; (d) Subject to the fulfillment provisions of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the Section 5.5 hereof, all representations and warranties of the Borrower Parties under this Agreement contained herein and the incorporated herein by reference (other Loan Documents, which, pursuant to Section 5.4, than representations and warranties which are expressly provided as being made at and only as of the time of such Advance, Closing Date) shall be true and correct in all material respects (without duplication with the same effect as though such representations and warranties had been made on and as of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; (e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower or any Subsidiary could reasonably be expected to result in a Material Adverse Change; (f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Borrower or any of the officers or directors of any Subsidiary thereof in connection with this Agreement and the other Loan Documents which would result in a Material Adverse Change; (g) Agent shall have received: (i) prior to any Advance (other than Unsecured Advances) with respect to any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) such supporting documentation for Total Costs as Agent may require and such supporting documentation evidencing that the Mortgaged Property is located in a Central Business District as Agent may require, (2) Borrower's certificate to the effect that it has actually incurred the Total Costs for which it is seeking reimbursement with respect to the requested Advance, that such costs have not been made the basis for any other request for an Advance under this Agreement, that no Material Adverse Change has occurred since the immediately preceding Advance, and that the requested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 3.3(a)(iii) dated no more than seven (7) days prior to the date of any such Advance, indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by Agent, which endorsement shall have the effect of redating the title policy to a date no more than seven (7) days prior to the date of any such Advance, and increasing the coverage thereof by the amount of the Advance then being made, together with Borrower's certificate dated on the date of any such Advance to the effect that there has been no change in the state of title since the date of such title continuation or endorsement or title policy, as the case may be, and the date of such Advance; or in the case of a New Mortgaged Property, a title policy as referred to in Section 3.3(a)(iii) dated the date on any such Advance, and (4) a Project Cost Report for such Mortgaged Property, dated as of the date of the Notice of Borrowing; (ii) prior to any Advance (other than Unsecured Advances) with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (2) Borrower's certification that, and evidence reasonably satisfactory to Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility with such ancillary facilities related thereto, a Defaultand that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property have been obtained and are in full force and effect; and (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property shall at all times comply in all material respects with all applicable Requirements of Law and Use Requirements; and (diii) prior to any Advance (other than Unsecured Advances) with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility and such ancillary facilities related thereto on such Mortgaged Property as constructed and/or operated as of the date of such Advance) have been obtained and are in full force and effect in all material respects; (2) Borrower's certificate to the effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the construction of such facility; (3) a Final Budget for such Mortgaged Property; and (4) prior to the first Advance with respect to any Direct Cost for any particular Mortgaged Property, Borrower's certificate to the effect that agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility and such ancillary facilities related thereto on such Mortgaged Property have been duly executed and delivered by all parties thereto and are in full force and effect. (iv) prior to the first Advance (other than Unsecured Advances) with respect to the Indirect Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Indirect Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that construction shall commence in accordance with the Plans and Specifications for such Mortgaged Property not later than ninety (90) days of the first advance for Indirect Costs for such Mortgaged Property, and (2) all other documents required under clauses (i), (ii) and (iii) above. (h) The Administrative Borrower shall have commenced construction of each extended stay facility, including the ancillary facilities related thereto, to be constructed on a Mortgaged Property in accordance with the Plans and Specifications therefor not later than ninety (90) days from the date that Borrower receives the first Advance with respect to Indirect Costs for such Mortgaged Property; provided, however, notwithstanding the foregoing, if either (x) despite the use of commercially reasonable efforts, such construction cannot be commenced within such 90-day period as a result of conditions or circumstances outside of the Borrower's control (it being agreed that conditions or circumstances which can be cured by the payment of money on commercially reasonable terms shall not be deemed outside of the Borrower's control), or (y) commencement of construction within such 90-day period shall or is reasonably likely to result in the Direct Costs or Indirect Costs with respect to such Mortgaged Property being materially greater than the amount thereof set forth in the Budget for such Mortgaged Property, then, in either such event, Borrower shall have an additional thirty days to commence construction on such Mortgaged Property. In the event construction is not commenced with 120 days after the first advance of Indirect Costs with respect to such Mortgaged Property, then no additional Advances for such Mortgaged Property shall be made until construction commences.. (i) The Agent and the Lenders shall have received all such other certificates, reports, statements, documents or legal opinions of counsel, or other documents as the Administrative Agent or Lenders counsel to the Agent may reasonably request request, all in form and all other conditions substance reasonably satisfactory to the making of such Advance which are set forth in this Agreement Agent; and (1) The Agent shall have been fulfilledreceived payment of all costs and expenses (other than the legal fees described in the following clause (2) of this subparagraph) incurred by Agent in connection with reviewing and evaluating the items furnished and the actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) receipt of a Notice of Borrowing for each Advance shall constitute Borrower's agreement and covenant to pay to the Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and expenses incurred in connection with preparing and/or reviewing all documents relating to, and rendering at the request of Agent all advice respecting, such items, actions, conditions and requirements. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic Each request for an Advance hereunder by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 2.7(ii), shall be deemed to be constitute a representation and warranty by the certification Borrower, as of the Authorized Signatory thereof that all date of the Advance, the selection or deemed selection of such additional Interest Period, as the case may be, that the conditions set forth specified in subsections (a)-(j) of this Section 4.3 3.2 have been satisfied. (a) (other than those referred to in subsections (viii) and (ix) thereof) and 3.3(b), to the extent applicable to such Advance, to Agent's counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., or at such other address or to such other counsel as Agent may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents to be furnished to such counsel shall not constitute a Default or Event of Default (provided, if however, nothing herein shall negate or vitiate any requirement hereunder to cause the conditionsAgent to receive any such documents), or any and (ii) copies of them, set forth above are not satisfied, all of the foregoing documents delivered to such conditions may counsel shall also be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)given to Agent as provided herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2January 28, 20082012, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, Advance to be made by it (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is on each Borrowing Date shall be subject to the fulfillment of each (or written waiver) of the following conditions immediately prior to or contemporaneously with such Advanceconditions: (a) All the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and specifying certain information regarding each Collateral Asset being acquired and representing the conditions precedent for such Advance have been met) delivered in accordance with Section 2.03; (b) immediately before and after the making of such Advance on the applicable Borrowing Date, the Distribution OC Coverage Test and the OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower Parties under this Agreement Borrower, the Equityholder and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of Servicer contained in the time of such Advance, Facility Documents shall be true and correct in all material respects as of such Borrowing Date (without duplication except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Equityholder and the Servicer contained in the Facility Documents that is already qualified by any materiality qualifier contained therein) at standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such time, both before and after giving effect Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the proceeds of the Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; materiality standard set forth in this clause (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and); (d) The Administrative Agent and the Lenders no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have received all such other certificates, reports, statements, opinions occurred and be continuing at the time of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement or shall result upon the making of such Advance; (e) the Reinvestment Period shall not have been fulfilled. The Borrowers hereby agree that terminated; and (f) after giving effect to such Advance, the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification aggregate outstanding principal balance of the Authorized Signatory thereof that all of Advances shall not exceed the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effect;the Administrative Agent; and (c) There shall not exist on the date of such Advance Advance, and after giving effect theretoto the application of the proceeds of such Advance, a Default or an Event of Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the applicable Authorized Signatory thereof of the Borrower, on behalf of the Borrower, that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, any Advance (including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (iAdvance) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All Each of the representations and warranties of the Borrower Parties under this Agreement and the contained in Article 3 or in any other Margin Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, Documentation shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at the date of such timeAdvance, both before and after giving effect except to the application extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of the proceeds of the Advancesuch earlier date; (b) Since August 2, 2008, there No event or condition shall have been no change that has had resulted in a continuing, or would be reasonably expected to have cause, either individually or in the aggregate, a Materially Material Adverse Effect; (c) There Borrower shall not exist on have delivered a Borrowing Notice in accordance with the requirements hereof; (d) Each Lender and each Agent shall have received a certificate of a Responsible Officer of Borrower dated the date of such Advance and certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) No Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (f) The Collateral Requirement shall have been satisfied in all respects; and (dg) The LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level. (h) Substantially all of the Borrower’s assets are comprised of the Collateral and substantially all of the Borrower’s liabilities are those created under the Margin Loan Documentation. (i) Administrative Agent and the Lenders shall have received all such other certificatesfrom Borrower a certificate from a Responsible Officer of Borrower, reports, statements, opinions of counsel, or other documents dated as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof Advance date, which shall contain representations that all of the conditions set forth in this Section 4.3 4.03(a), (b), (d), (e), (f), (g) and (h) have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may ; provided that this Section 4.03(i) shall be waived deemed satisfied by the requisite Lenders under Section 11.12, and, in any event delivery by the Majority Lenders may waive Borrower of a Borrowing Notice. The borrowing of an Advance on the condition set forth Advance date shall be deemed to constitute a representation and warranty by Borrower on the date thereof as to the matters specified in Section 4.3(c4.03(a) through Section 4.03(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2September 30, 20082009, there shall have been has occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default or an Event of Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance or such Request for Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Administrative Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist and that the Borrowers shall have not less than $22,500,000 (or with respect to any date of determination in December 2003, January 2004, February 2004, December 2004, January 2005, February 2005, or February 2006, not less than $15,000,000) of Availability (with expenses and liabilities being paid in the ordinary course of business, without acceleration of sales and without deterioration in working capital); (d) There shall not exist on the date of such Advance and after giving effect theretoto the application of the proceeds of such Advance, a DefaultDefault or an Event of Default and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance; and (de) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof of the Administrative Borrower thereof, on behalf of the Borrowers, that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder and that all of the other conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event event, the Majority Lenders may waive the condition Availability requirement set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including Advance which increases the initial Advance principal amount of the Loans outstanding hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a)(viii) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effect;the Administrative Agent and each of the Lenders; and (c) There shall not exist exist, on the date of such the making of the Advance and after giving effect thereto, a Default; and (d) The Default or an Event of Default hereunder and the Administrative Agent and the Lenders shall have received all a Request for Advance so stating. The Lenders may, without waiving the foregoing conditions (a) through (c), consider each of them fulfilled and a representation by the Borrower to such other certificateseffect made (but only with respect to Advances made under Section 2.2(b)(ii) or Section 2.2(c)(ii) which increase the principal amount of the Loans outstanding) if no written notice to the contrary, reportsdated the date of such Advance, statements, opinions of counsel, or other documents as is received by the Administrative Agent or Lenders may reasonably request and all other conditions from the Borrower prior to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make make, Convert or Continue each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Subsidiaries), which, pursuant to Section 5.44.2, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects), both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Advance;Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby. (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effect;duly executed Request for Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Subsidiary as are described in Section 5.13 or otherwise required herein. (e) No event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the making of such Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in this Agreement shall have been fulfilledSection 7.8. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make make, Convert or Continue each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Advance;Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby. (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effect;duly executed Request for Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein. (e) No event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the making of such Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in this Agreement Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall have been fulfilledbe caused hereunder by such Advance. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, Loans or (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.44.2, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effect;the Administrative Agent; and (c) There shall not exist on the date of such Advance Advance, and after giving effect theretoto the application of the proceeds of such Advance, a Default or an Event of Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the applicable Authorized Signatory thereof of the Borrower, on behalf of the Borrower, that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Section 4.3 3.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders Lender to make each Advance, including the initial first Advance hereunder (but excluding Advances, on the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)first Drawdown Date, is subject to the fulfillment of each of the following conditions immediately precedent having been satisfied (or waived in writing by the Lender) on or prior to or contemporaneously with such Advancethe relevant Drawdown Date: (a) All the Lender shall have received a Notice of Drawdown as required by Section 2.03(a); (b) the Borrower shall have paid the fees due pursuant to Section 2.08 and any other fees payable pursuant hereto; (c) immediately after the making of the relevant Advance, (i) the aggregate outstanding principal amount of the Advances of each Tranche will not exceed the maximum amount available under such Tranche, and (ii) the aggregate outstanding principal amount of all Advances will not exceed the Commitment; (d) evidence that, if the test set out in Section 6.01(l)(i) were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or repay part of the Advances as therein provided (determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv) or Section 6.01(l)(ii), as the case may be); (e) immediately after the making of the relevant Advance, no Default or Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Obligors contained in this Agreement shall be true mutatis mutandis on and as of the date of the relevant Advance, unless such representation or warranty shall expressly relate to a different date; (g) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified): (i) certificates of an officer of the Borrower and of each of the Initial Guarantors and of any Additional Guarantor which has theretofor acquired, or is on the date of such Advance acquiring, an Additional Vessel, each dated as of the relevant Drawdown Date (the statements made in such certificate shall be true on and as of such Drawdown Date), certifying as to (A) the absence of any amendments to such Obligor’s articles of incorporation and by-laws as certified to the Lender pursuant to Sections 3.01(c) or 3.03(c)(ii) above, (B) the due incorporation and good standing of such Obligor as a corporation organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands or another jurisdiction acceptable to the Lender and the absence of any proceeding for the dissolution or liquidation of such Obligor, (C) the veracity of the representations and warranties of the Borrower Parties under such Obligor contained in this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at mutatis mutandis on and as of the time date of such the relevant Advance, unless such representation or warranty shall be true expressly relate to a different date, and correct in all material respects (without duplication D) the absence of any materiality qualifier contained thereinevent occurring and continuing or resulting from the making of the relevant Advance that constitutes a Default; (ii) at such time, both before and after giving effect the original of any power of attorney issued in favor of any Person executing any Loan Document (or any other document delivered pursuant to a Loan Document) on behalf of any Obligor in relation to the application of the proceeds of the relevant Advance; (biii) Since August 2true and complete copies of any governmental or regulatory consents, 2008filings, there shall have been no change that has had or would be reasonably expected registrations, approvals and waivers required in connection with the execution, delivery and performance of (A) each Loan Document executed in relation to have a Materially Adverse Effectthe relevant Advance, and (B) the consummation of the transactions contemplated thereby; (civ) There shall not exist on if applicable, the date of such Advance relevant confirmation exchanged under the Master Agreement and after giving effect theretowhich evidences a Transaction entered into between the Borrower and the Lender in connection with the relevant Advance, a Defaultand any mandates required in connection therewith; and (dv) The Administrative Agent such opinions, consents, agreements and documents in connection with this Agreement, the Master Agreement and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents Collateral Documents as the Administrative Agent or Lenders Lender may reasonably request and all other conditions by notice to the Borrower prior to the relevant Drawdown Date. (h) to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Section 3.01(l), such further documents and evidence as the Lender shall require relating to the Lender’s knowledge of its customers. The making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an each Advance hereunder shall be deemed to be a representation and warranty by the certification Obligors on the date of such Advance as to the Authorized Signatory thereof that all facts specified in clauses (c), (d), (e) and (f) of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)3.04.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders each Lender to make each Advance, including the initial any Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All each of the representations and warranties of the Borrower Parties under this Agreement and the contained in Article 3 or in any other Margin Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, Documentation shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) at the date of such timeAdvance, both before and after giving effect except to the application extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of the proceeds of the Advancesuch earlier date; (b) Since August 2, 2008, there no event or condition shall have been no change that has had resulted in a continuing, or would be reasonably expected to have cause, either individually or in the aggregate, a Materially Material Adverse Effect; (c) There a Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) each Lender and each Agent shall have received a certificate of a Responsible Officer of each Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exist exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (f) the Collateral Requirement shall have been satisfied in all respects; (g) the LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (i) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the other Borrower. The borrowing of an Advance shall be deemed to constitute a representation and warranty by Borrowers on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth matters specified in Section 4.3(c4.02(a) through Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make make, Convert or Continue each Advance, including Advance on or after the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsDocuments (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) at such timerespects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Advance;Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby. (b) Since August 2With respect to Advances which, 2008if funded, there would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have been no change that has had or would be reasonably expected to have received a Materially Adverse Effect;duly executed Request for Advance. (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and all other conditions the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein. (i) There shall not exist any action, suit, proceeding or investigation pending against, or, to the making knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, and (ii) no event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the Advance which are requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in this Agreement Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall have been fulfilledbe caused hereunder by such Advance. The Borrowers hereby agree that the delivery acceptance of proceeds of any Request for Advance hereunder or any telephonic request for an Advance hereunder which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the certification of the Authorized Signatory thereof that all of the conditions set forth in Borrower as to compliance with this Section 4.3 have been satisfied. Notwithstanding 3.2 on the foregoing, if the conditions, or date any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders ------------------------------------ to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit)hereunder, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.2 hereof, are made at and as of the time ----------- of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a Request for Revolving Credit Advance or other request for an Advance required hereunder, as appropriate, to that effect dated the date of such Advance; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) hereof or would be reasonably expected as subsequently modified and reflected in a -------------- certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) There shall not exist exist, on the date of such the making of the Advance and after giving effect thereto, a DefaultDefault or an Event of Default hereunder and, with respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, the Administrative Agent shall have received a Request for Revolving Credit Advance or other request for an Advance required hereunder, as appropriate, so stating; and (d) The Borrower has provided to the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders any Lender may reasonably request request. Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.2(i) hereof shall be absolute and all other conditions -------------- unconditional and shall not be affected by any circumstances, including, without limitation, (i) the occurrence of any Default or Event of Default or (ii) the failure of the Borrower to the making of such Advance which are satisfy any condition set forth in this Agreement shall have been fulfilledArticle 3. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).---------

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders Lender to make any Advance (including, without limitation the Initial Advance) are, in each Advancecase, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment satisfaction, in the sale judgment of each ▇▇▇▇▇▇, of the following additional conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All In the case of an Advance, Borrower shall have delivered to Lender a Borrowing Certificate for the representations Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranties of the warranty by Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date Borrowing Date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth contained in this Section 4.3 have been satisfied. Notwithstanding ; (b) Each of the foregoingrepresentations and warranties made by Borrower in or pursuant to this Agreement shall be accurate, if before and after giving effect to such Advance and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the conditionsAdvance under the Revolving Facility on such date; (c) Immediately after giving effect to the requested Advance, the sum of the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of (i) Facility Cap then in effect, minus the portion of the Carve Out not yet paid to professionals, or any of them, (ii) the amount set forth above are as the “Combined Pre & Post Loan Balances” for such period in the Budget; (d) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the DIP Loan Documents, including without limitation, all unpaid audit fees and expenses, and attorneys' fees and expenses; and (e) There shall not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in have occurred or exist any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Material Adverse Change or Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.3, are made at and as of the time of such Advance other than those that are by their terms true only as of a date certain other than the date of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) The incumbency of the Authorized Signatories of each Borrower Party shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance (together with any other Advance made after the date of such Borrowing Base Certificate), no Overadvance shall exist; (d) Since August 2the Agreement Date, 2008there shall not have been any adverse change in the arrangements with the Borrower’s current floor plan suppliers, including, without limitation, acceptable credit limits and payment terms; (e) Since December 31, 2005, there shall have been no change that has had or would be reasonably expected to have a Materially Material Adverse Effect; (cf) There shall not exist on the date of such Advance and after giving effect thereto, a Default; (g) Such Advance shall be “Priority Bank Debt” as defined in the Subordinated Intercreditor Agreement; (h) All trade payables of the Borrower are being paid currently in the ordinary course of the Borrower’s business; and (di) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all of the other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers Borrower hereby agree agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lenders to make each Advance, Advance (including the initial Advance hereunder hereunder) of the Loans (but excluding Advances, the proceeds of which are to reimburse (i) including the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of a Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to in Section 5.4, are made at and as of the time of such Advance, 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date, (without duplication iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any materiality qualifier contained thereinof the Borrower Parties since December 31, 2000, which, if such litigation could reasonably be expected to be determined adversely to such Borrower Parties, could reasonably be expected to have a Materially Adverse Effect, and (iv) at such time, both provide calculations demonstrating the Borrowers' compliance with Section 8.8 hereof before and after giving effect to the application of the proceeds of the requested Advance; (b) Since August 2, 2008, there There shall have been occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect;Effect since the date of the most recent audited financial statements provided to the Credit Parties; and (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default; and (d) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Each Request for Advance hereunder or any telephonic request for an Advance hereunder and each Swing Loan Request shall be deemed to be constitute a representation and warranty by the certification Borrowers made as of the Authorized Signatory thereof time of requesting such Advance that all of the conditions set forth specified in this Section 4.3 4.2 have been satisfied. Notwithstanding fulfilled as of the foregoing, if the conditions, or any time of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c)Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lenders to make each AdvanceAdvance (including, including without limitation, the initial Advance hereunder (but excluding Advances, the proceeds (w) a purchase of which are participation of a Swing Line Loan pursuant to reimburse (i) the Swing Bank for Swing LoansSection 2.2(f), (iix) the Administrative Agent for Agent Advances or (iii) the a Letter of Credit Loan made by an Issuing Bank for amounts drawn under or a Revolving Lender pursuant to Section 2.2(g), (y) a conversion of all or a portion of an Advance from one Type to the other pursuant to Section 2.2(b)(ii)(B) or Section 2.2(c)(ii)(B) and (z) a rollover of all or a portion of an Advance of the same Type pursuant to Section 2.2(b)(ii)(A) or Section 2.2(c)(ii)(A)), and the obligation of an Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew or extend a Letter of Credit), is subject to the fulfillment further conditions precedent that on the date of such Advance or issuance or renewal, (a) the following statements shall be true (and each of the following conditions immediately prior to giving of the applicable Request for Advance, or contemporaneously with Notice of Issuance or Notice of Renewal and the acceptance by the Borrowers of the proceeds of such Advance:Advance or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by each Borrower that both on the date of such notice and on the date of such Advance or issuance or renewal such statements are true): (ai) All of the representations and warranties of the Borrower Parties U.S. Borrower, Target and their respective Subsidiaries under this Agreement and the other Loan Documents, which, pursuant to Section 5.44.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (without duplication of any materiality qualifier contained therein) as if made at such time, both before and immediately after giving effect to the application of the proceeds of the such Advance; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Defaultto any updates to information provided to the Lenders in accordance with the terms of such representations and warranties; and (dii) The Administrative Agent No Default has occurred and the Lenders shall have received all such other certificates, reports, statements, opinions of counselis continuing, or other documents as the Administrative Agent or Lenders may reasonably request and all other conditions to the making of would result from such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that or issuance or renewal or from the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification application of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).proceeds therefrom;