Common use of Conditions Precedent to Each Credit Event Clause in Contracts

Conditions Precedent to Each Credit Event. Each Credit Event shall be subject to the following conditions precedent: (i) the representations and warranties on the part of FTX and FRP contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from such Credit Event; (iv) the Loans to be made by the Banks on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRP.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Borrowing) is subject to the further conditions that: (a) Each Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in Article IV and FRP contained in the Loan other Credit Documents shall be are true and correct in all material respects at as if made on such date (except for representations and warranties expressly made as of the date of such Credit Event as though made on and a specified date, which shall be true as of such date); (ii) the Administrative Agent shall have received a notice of No Default has occurred and is continuing or will result from such borrowing as required by Section 2.3;Credit Event; and (iii) no Event All of Default shall have occurred the Credit Documents are in full force and be continuing effect. (c) The Indebtedness outstanding hereunder on the date of such Credit Event or would result from (after giving effect to the incurrence and funding of the Indebtedness in respect of such Credit Event; ) shall (ivA) the Loans be permitted (whether pursuant to be made by the Banks on such datean incurrence test or otherwise) under all documents, instruments and agreements evidencing Subordinated Indebtedness and (B) constitute “Senior indebtedness” and “Designated Senior Indebtedness” under, and as defined in, the use of the proceeds thereof 2001 Senior Subordinated Indenture and the security arrangements contemplated hereby shall not result 2004 Senior Subordinated Indenture and comparable treatment under all other documents, instruments or agreements evidencing Subordinated Indebtedness (to the extent applicable). From and after the occurrence of any increase in a violation the Total Revolving Loan Commitment pursuant to Section 2.17 hereof, with respect to each Credit Event in which, after giving effect thereto, the aggregate amount of Regulation URevolving Loans, Regulation G or Regulation XL/C Obligations and Swing Line Loans then outstanding exceeds $500,000,000, as in effect on at the date of such borrowing. If required by Regulation U as a result of such use of proceedsAdministrative Agent’s request, FTX the Borrowers shall have delivered to the Bank a statement in conformity Administrative Agent an officer’s certificate demonstrating compliance with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments such sections. The submission by each Borrower to the Certificate Administrative Agent of Incorporation each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan or a Base Rate Portion) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by such Borrower that each of the Certificate statements set forth above in this Section 3.02(c) is true and correct as of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPsuch notice.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing or Letter of Credit Application, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in Article IV and FRP contained in the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects at (except to the extent that such representation and as of the date of warranty is qualified by materiality, in which case such Credit Event as though made on representation and warranty must be true in all respects) as of such date); (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of No Default shall have has occurred and be is continuing on the date of such Credit Event or would will result from such Credit Event; (iii) No material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities (whether actual or contingent) of the Loan Parties (taken as a whole) having occurred since December 31, 2015; and (iv) For any Credit Event prior to the Loans Completion Date, the Borrowers shall have represented and warranted to the Administrative Agent and the Lenders that the Expansion Project is not Out-Of-Balance (and shall have delivered calculations with respect thereto in form and substance reasonably satisfactory to the Administrative Agent). The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing and each Letter of Credit Application shall be deemed to be made a representation and warranty by the Banks on such date, and the use Borrowers that each of the proceeds thereof statements set forth above in Section 3.02(b) is true and the security arrangements contemplated hereby shall not result in a violation correct as of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPnotice.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Borrowing) is subject to the further conditions that: (a) Each Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in ARTICLE IV and FRP contained in the Loan other Credit Documents shall be are true and correct in all material respects at as if made on such date (except for representations and warranties expressly made as of the date of such Credit Event as though made on and a specified date, which shall be true as of such date); (ii) the Administrative Agent shall have received a notice of No Default has occurred and is continuing or will result from such borrowing as required by Section 2.3;Credit Event; and (iii) no Event All of Default shall have occurred the Credit Documents are in full force and be continuing effect. (c) With respect to each Credit Event, the Indebtedness outstanding hereunder on the date of such Credit Event or would result from (after giving effect to the incurrence and funding of the Indebtedness in respect of such Credit Event; (iv) shall be permitted under either Section 4.07(a)(i) of the Loans to be made by Senior Subordinated Indenture or the Banks on such date, interest coverage ratio test set forth in the first paragraph of Section 4.07(a) of the Senior Subordinated Indenture and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX Borrowers shall have delivered to the Bank a statement in conformity Administrative Agent an officer's certificate demonstrating compliance with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments such section. The submission by each Borrower to the Certificate Administrative Agent of Incorporation each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan or a Base Rate Portion) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by such Borrower that each of the Certificate statements set forth above in this SECTION 3.02(b) is true and correct as of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPsuch notice.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing or Letter of Credit Application, as the case may be, for such Credit Event in accordance with this Agreement; (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in Article IV and FRP contained in the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all -98- 4159-4780-3173 ​ ​ ​ material respects at (except to the extent that such representation and as of the date of warranty is qualified by materiality, in which case such Credit Event as though made on representation and warranty must be true in all respects) as of such date); (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of No Default shall have has occurred and be is continuing on the date of such Credit Event or would will result from such Credit Event; (iii) Except with respect to the consequences of the COVID-19 Directives, no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities (whether actual or contingent) of the Loan Parties (taken as a whole) having occurred since December 31, 2019; (iv) For any Credit Event prior to the Completion Date, the Borrowers shall have represented and warranted to the Administrative Agent and the Lenders that the Expansion Project is not Out-Of-Balance (and shall have delivered calculations with respect thereto in form and substance reasonably satisfactory to the Administrative Agent); and (v) Prior to the date all retainage costs with respect to the Expansion Project and any settlement or judgment under the PCL Litigation have been paid in full in cash by the Borrowers, (A) the proceeds of any Credit Event that increases the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations to greater than $51,000,000 shall be used solely to pay retainage costs with respect to the Expansion Project and any settlement or judgment under the PCL Litigation and (B) the occurrence of such Credit Event shall be subject to the occurrence of the Completion Date, the receipt of a final certificate of occupancy (or its local equivalent) for the Expansion Project and the final resolution or disposition of the PCL Litigation. The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing and each Letter of Credit Application shall be deemed to be made a representation and warranty by the Banks on such date, and the use Borrowers that each of the proceeds thereof statements set forth above in Section 3.02(b) is true and the security arrangements contemplated hereby shall not result in a violation correct as of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPnotice.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Significant Parties set forth in Article IV and FRP contained in the Loan other Credit Documents are true and correct in all material respects (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) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true in all respects or all material respects at respects, as applicable, as of such date), (ii) No Default has occurred and is continuing or will result from such Credit Event, (iii) No Material Adverse Change shall have occurred and be continuing, (iv) Subject to the qualifications set forth in Section 4.01(c), all of the Credit Documents are in full force and effect except any which by their terms were to have expired or have been superseded and any which have been voluntarily terminated, and (v) The occurrence of such Credit Event shall not violate any provision of, or result in the breach of any contractual obligation under, the Senior Notes (71/2%) Indenture, the Senior Notes (87/8%) Indenture and the Convertible Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by an Officer of the Borrower to such effect. The submission by the Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from such Credit Event; (iv) the Loans to be made by the Banks on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPnotice.

Conditions Precedent to Each Credit Event. Each Credit Event shall be On the terms and subject to the following conditions precedentof this Amendment, Section 3.02(a) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: (ia) the representations and warranties on the part of FTX and FRP contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from such Credit Event; (iv) the Loans to be made by the Banks on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX The Borrowers shall have delivered to the Bank Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, (i) the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement and (ii) for any Credit Event related to a statement Distribution to Parent which will be used for the purchase of the stock of Parent or otherwise related to the Permitted Stock Purchase Program, (A) separate written notice that such Credit Event is related to a Distribution to Parent which will be used for the purchase of the stock of Parent or otherwise related to the Permitted Stock Purchase Program, (B) upon request, to the extent deemed prudent by the Administrative Agent, legal opinions in conformity form and substance and from counsel satisfactory to the Administrative Agent with respect to the legality of the Permitted Stock Purchase Program and transactions contemplated thereby, compliance with Regulations T, U and X and related matters, (C) upon request, to the extent deemed prudent by the Administrative Agent, a certificate from the chief financial officer or treasurer of the Borrowers and Parent providing calculations demonstrating compliance with the requirements of Federal Reserve the corporation law of Delaware in connection with the proposed purchase of the stock of Parent under the Permitted Stock Purchase Program and (D) upon request and to the extent required by applicable law or otherwise deemed prudent by the Administrative Agent, a fully executed and completed Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited PartnershipForm G-3, as applicable) for each Lender (and, or to the By-laws or Partnership Agreement, as if applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agentfor each Participant); and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRP.”

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Revolving Loan Borrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer, (i) the Notice of Loan Borrowing, Letter of Credit Application, as the case may be, for such Credit Event in accordance with this Agreement and (ii) a Borrowing Base Certificate as contemplated by Section 5.01(a)(iv)(B); and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in Article IV and FRP contained in the Loan other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date); (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no No Default or Event of Default shall have (or event or circumstance described in Section 2.06(d)) has occurred and be is continuing on the date of such Credit Event or would will result from such Credit Event; (iii) No material adverse change in the operations, business or condition (financial or otherwise) of the Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006;No default or event of default under the ▇▇▇▇▇▇▇▇▇ Distribution Agreement has occurred and is continuing or will result from such Credit Event, in each case that would permit The ▇▇▇▇▇▇▇▇▇ Company to terminate the ▇▇▇▇▇▇▇▇▇ Distribution Agreement; (iv) The ▇▇▇▇▇▇▇▇▇ Company has not blocked payment from the Loans to be made by the Banks on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered ▇▇▇▇▇▇▇▇▇ Control Account to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.Borrower; (v) there shall have been no amendments to The ▇▇▇▇▇▇▇▇▇ Distribution Agreement expires at least 6 months after the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Maturity Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there The Effective Amount of all Loans and L/C Obligations outstanding does not exceed, or will not exceed as a result of such Credit Event, the Adjusted Borrowing Base Availability at such time. The submission by the Borrower to the Administrative Agent of each Notice of Loan Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be no proceeding for deemed to be a representation and warranty by the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge Borrower that each of the Borrowers, threatened against or affecting FTX or FRPstatements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. Each Credit Event shall be subject to the following conditions precedent: (i) the representations and warranties on the part of FTX the relevant Borrower, FMPO, as a Restricted Entity, and FRP the Guarantors contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing Borrowing as required by Section 2.32.03; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from after giving effect to such Credit Event; (iv) the Loans to be made by the Banks Lenders on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation URegulations G, Regulation G U or Regulation X, as in effect on the date of such borrowingBorrowing. If required by Regulation U as a result of such use of proceeds, FTX such Borrower shall have delivered to the Bank Lenders a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.U; (v) there shall have been no amendments to the Certificate of Incorporation Incorporation, By-laws or the Certificate Agreement of Limited General Partnership, as applicable, of the Borrowers or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP Guarantors since the date of the Certificates furnished by the Borrowers and Guarantors on the Funding Effective Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX any of the Borrowers or FRP Guarantors or any proceeding to revoke the Certificate of Incorporation or Agreement of FTX General Partnership, as applicable, of such Borrower or to rescind the partnership agreement of FRP Guarantor or its respective corporate or partnership existence, which is pending or, to the knowledge of the BorrowersBorrowers or Guarantors, threatened against or affecting FTX or FRPit.

Conditions Precedent to Each Credit Event. Each Credit Event shall be subject to the following conditions precedent: (i) the representations and warranties on the part of FTX the Borrower and FRP the Guarantor contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.32.03; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from after giving effect to such Credit Event; (iv) the Loans to be made by the Banks Lenders on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation U, Regulation G U or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX the Borrower shall have delivered to the Bank Lenders a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.U; (v) there shall have been no amendments to the Certificate articles of Incorporation organization or operating agreement of the Borrower or the Certificate certificate of Limited Partnership, as applicable, incorporation or to the Byby-laws or Partnership Agreement, as applicable, of FTX or FRP the Guarantor since the date of the Certificates furnished by the Borrowers Borrower and the Guarantor on the Funding Restatement Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX the Borrower or FRP the Guarantor or any proceeding to revoke (x) the Certificate articles of Incorporation organization of FTX or to rescind the partnership agreement of FRP Borrower or its respective limited liability existence or (y) the certificate of incorporation of the Guarantor or its corporate or partnership existence, as applicable, which is pending or, to the knowledge of the BorrowersBorrower or the Guarantor, threatened against or affecting FTX or FRPeither of them.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (other than the initial Borrowing to the extent occurring as of the Effective Date) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuers or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part Significant Parties set forth in Article IV of FTX this Agreement and FRP contained in the Loan other Credit Documents shall be are true and correct in all material respects at as if made on such date (except for representations and warranties expressly made as of the date of such Credit Event as though made on and a specified date, which shall be true in all material respects as of such date); (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of No Default shall have has occurred and be is continuing on the date of such Credit Event or would will result from such Credit Event; (iii) No Material Adverse Change shall have occurred and be continuing; (iv) Subject to the Loans qualifications set forth in Section 4.01(c), all of the Credit Documents are in full force and effect except any which by their terms were to have expired or have been superseded and any which have been voluntarily terminated; and (v) The occurrence of such Credit Event shall not violate any provision of, or result in the breach of any contractual obligation under the Existing Indenture and the Senior Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower to such effect. The submission by the Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be made a representation and warranty by the Banks on such date, and the use Borrower that each of the proceeds thereof statements set forth above in this Section 3.02(b) is true and the security arrangements contemplated hereby shall not result in a violation correct as of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPnotice.

Conditions Precedent to Each Credit Event. Each The occurrence of each Credit Event shall be (including the initial Borrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing or Letter of Credit Application, as the case may be, for such Credit Event in accordance with this Agreement; (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following conditions precedentshall be true and correct: (i) the The representations and warranties on of the part of FTX Loan Parties set forth in Article IV and FRP contained in the Loan other Credit Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects at (except to the extent that such representation and as of the date of warranty is qualified by materiality, in which case such Credit Event as though made on representation and warranty must be true in all respects) as of such date); (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.3; (iii) no Event of No Default shall have has occurred and be is continuing on the date of such Credit Event or would will result from such Credit Event; (iviii) No material adverse change in the Loans business, operations, condition (financial or otherwise), assets or liabilities (whether actual or contingent) of the Loan Parties (taken as a whole) having occurred since December 31, 2010; and (c) With respect to the making of any L/C Credit Extension, if any Lender at such time is a Defaulting Lender, the L/C Issuer shall have received Cash Collateral from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s obligation to fund under Section 2.02(c) as set forth in Section 2.02(g)(ii). The submission by the Borrower to the Administrative Agent of each Notice of Borrowing and each Letter of Credit Application shall be deemed to be made a representation and warranty by the Banks on such date, and the use Borrower that each of the proceeds thereof statements set forth above in Section 3.02(b) is true and the security arrangements contemplated hereby shall not result in a violation correct as of Regulation U, Regulation G or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX shall have delivered to the Bank a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U. (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP since the date of the Certificates furnished by the Borrowers on the Funding Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP or its respective corporate or partnership existence, which is pending or, to the knowledge of the Borrowers, threatened against or affecting FTX or FRPnotice.

Conditions Precedent to Each Credit Event. Each Credit Event shall be subject to the following conditions precedent: (i) the representations and warranties on the part of FTX and FRP the Borrower contained in the Loan Documents shall be true and correct in all material respects at and as of the date of such Credit Event as though made on and as of such date; (ii) the Administrative Agent shall have received a notice of such borrowing as required by Section 2.32.03; (iii) no Event of Default shall have occurred and be continuing on the date of such Credit Event or would result from after giving effect to such Credit Event; (iv) the Loans to be made by the Banks Lenders on such date, and the use of the proceeds thereof and the security arrangements contemplated hereby shall not result in a violation of Regulation UG, Regulation G U or Regulation X, as in effect on the date of such borrowing. If required by Regulation U as a result of such use of proceeds, FTX the Borrower shall have delivered to the Bank Lenders a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.U; (v) there shall have been no amendments to the Certificate of Incorporation or the Certificate of Limited Partnership, as applicable, or to the By-laws or Partnership Agreement, as applicable, of FTX or FRP the Borrower since the date of the Certificates furnished by the Borrowers Borrower on the Funding Effective Date, other than amendments, if any, copies of which have been furnished to the Administrative Agent; and (vi) there shall be no proceeding for the dissolution or liquidation of FTX or FRP the Borrower or any proceeding to revoke the Certificate of Incorporation of FTX or to rescind the partnership agreement of FRP Borrower or its respective corporate or partnership existence, which is pending or, to the knowledge of the BorrowersBorrower, threatened against or affecting FTX or FRPit.