Common use of All Loans Clause in Contracts

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders shall have any obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a); (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all of the representations and warranties of Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (c), (d) and (e) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders Bank shall have any no obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent Bank shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)2.03; (b) if such Loan is a Swing Line after giving effect to the requested Loan, U.S. Bank shall have received a Notice the Total Outstandings are less than or equal to the amount of Swing Line Borrowing for such Loan as required by Section 2.07(b)the Bank’s Commitment; (c) both immediately before and immediately after giving effect to the making of such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having material adverse change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a Material Adverse Effect whole shall have occurred since the date of this Agreement and be continuing; and (e) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(d), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower and its Subsidiaries delivered to the Lenders Bank pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (b), (c), (d) and (e) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement --------- to the contrary, none of the Lenders Lender shall have any no obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Notice of Revolving Credit current Borrowing for such Loan Base Certificate as required by Section 2.07(a2.01(b) and the current Borrowing Base reconciliations required by Section 2.01(c); (b) if such Loan is a Swing Line Revolving Credit Loan, U.S. Bank Lender shall have received a Notice of Swing Line Borrowing for such Revolving Credit Loan as required by Section 2.07(b)2.03; (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having material adverse change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrowers and its Subsidiaries, taken as a Material Adverse Effect whole, shall have occurred since the date of this Agreement and be continuing; and (e) all of the representations and warranties made by any of Borrower the Borrowers and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower Borrowers in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower Borrowers delivered to the Lenders Lender pursuant to Section 5.01(a)). Each request for a Loan by Borrower any of the Borrowers under this Agreement shall be deemed to be a representation and warranty by Borrower each of the Borrowers on the date of such Loan as to the facts specified in clauses (c), (d) and (e) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to In the contrarycase of each Loan hereunder, none of including the Lenders shall have any obligation to make any Loan under this Agreement unless: initial Loan: (a) if such Loan is a Revolving Credit Loan, receipt by the Agent shall have received a Notice Bank of Revolving Credit Borrowing for such Loan as the notice from the Borrower required by Section 2.07(a); 2.2 hereof; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and the fact that immediately after giving effect to such Loan, the making of the Loan no Default with respect to Sections 6.1(d), 6.6, 6.7, 6.8, 6.9 or 6.10 or Event of Default under this Agreement shall have occurred and be continuing; (d) , except that in the case of any Loan which, after the application of proceeds thereof, results in no event having a Material Adverse Effect net increase in the outstanding principal amount of Loans made by the Bank, the fact that immediately after the making of the Loan, no Event of Default shall have occurred since the date of this Agreement and be continuing; and (ec) all of the fact that the representations and warranties of Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such the Loan as if made on and as (except, in the case of any Loan which, after the application of the date proceeds thereof, results in no net increase in the outstanding principal amount of such Loan (and for purposes of this Section 3.02(e)Loans made by the Bank, the representations and warranties made by set forth in Sections 5.4(B) and 5.5 so long as the Borrower in Section 4.04 shall be deemed to refer has disclosed to the most recent financial statements Bank any matter which would cause any such representation to be untrue on the date of Borrower delivered such Loan); and (d) receipt by the Bank of such other documents, evidence, materials and information with respect to the Lenders pursuant to Section 5.01(a))matters contemplated hereby as the Bank may reasonably request. Each request for a Loan by Borrower under this Agreement borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (c), (db) and (ec) of this Section 3.02Section.

All Loans. Notwithstanding any provision contained in this Agreement herein to the contrary, none of the Lenders Lender shall have any no obligation to make any Loan under this Agreement hereunder unless: (a) Lender shall have received a current Borrowing Base Certificate; (b) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Borrowing Notice of for such Revolving Credit Borrowing for such Loan as required by Section 2.07(a); (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b2.02(b); (c) both immediately before on the date of and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect material adverse change in the properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower shall have occurred since the date of this Agreement and be continuing; and; (e) all of the representations and warranties of Borrower and/or any other Obligor contained in this Agreement and/or and in any of the other Transaction Loan Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e6.02(e), the representations and warranties made by Borrower in Section 4.04 7.06 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Lender pursuant to Section 5.01(a8.01)). Each request for a Loan ; and (f) no proceeding or case under the United States Bankruptcy Code or similar law or any other reorganization, receivership or liquidation proceedings shall have been commenced by or against Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on or any of the date of such Loan as to the facts specified in clauses (c), (d) and (e) of this Section 3.02Guarantors.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders Banks shall have any obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)2.02; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (dc) no event having material adverse change in the properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a Material Adverse Effect Page 57 whole shall have occurred since the date of this Agreement and be continuing; and (ed) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(d), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Banks pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (cb), (dc) and (ed) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none As of the Lenders shall have any obligation to make any Loan under this Agreement unless:time of the making of each advance of a Borrowing (including the initial Borrowing): (a) if such Loan is a Revolving Credit Loan, the The Administrative Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as the notice required by Section 2.07(a)2.3 hereof; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all Each of the representations and warranties of the Borrower and/or any other Obligor contained set forth in this Agreement and/or in any of the other Transaction Documents Section 6 hereof shall be true and correct in all material respects on and as of said time, except to the date of extent that any such Loan as if made on representation or warranty relates solely to an earlier date; (c) The Borrower and as its Restricted Subsidiaries shall be in compliance with all of the date terms and conditions hereof and of the other Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such Loan Borrowing; (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer d) After giving effect to the most recent financial statements Borrowing the aggregate principal amount of Borrower delivered all Loans hereunder shall not exceed the lesser of (i) the Available Borrowing Base or (ii) Commitments; and (e) Such Borrowing shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Lender (including, without limitation, Regulation U of the Lenders pursuant to Section 5.01(a))Board of Governors of the Federal Reserve System) as then in effect. Each request for a Loan by Borrower under this Agreement Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan Borrowing as to the facts specified in clauses subsections (c), (d) and (ea)‑(e) of this Section 3.027.2.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none As of the Lenders shall have any obligation to make any time of the making of each Loan under this Agreement unless:(including the initial Borrowing): (a) if such Loan is a Revolving Credit Loan, the Agent The Lender shall have received a Notice the notice and copies of Revolving Credit Borrowing for such Loan as the documents required by Section 2.07(a2.4 hereof and a fully executed Escrow Agreement from the relevant Closing Agent(s);. (b) if Each of the representations and warranties of the Borrower set forth in Section 6 hereof shall be true and correct as of said time, except to the extent that any such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b)representation or warranty relates solely to an earlier date; (c) both immediately before The Borrower shall be in full compliance with all of the terms and immediately after giving effect to such Loanconditions of this Agreement and of the other Loan Documents, and no Default or Event of Default under this Agreement shall have occurred and be continuingcontinuing or would occur as a result of making such Borrowing; (d) no event having a Material Adverse Effect After giving effect to the Loan, the aggregate principal amount of all Loans hereunder shall have occurred since not exceed the date lesser of this Agreement (i) the Borrowing Base and be continuing(ii) the Commitment; and (e) all Such Loan shall not violate any order, judgment or decree of the representations and warranties any court or other authority or any provision of Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer law or regulation applicable to the most recent financial statements of Borrower delivered to the Lenders pursuant to Section 5.01(a))Lender. Each request for a Loan by Borrower under this Agreement hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan Borrowing as to the facts specified in clauses (c), (d) and (e) of this Section 3.02SECTION 6.2.

All Loans. Notwithstanding any provision contained in this --------- Agreement to the contrary, none of the Lenders no Bank shall have any obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Administrative Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)2.02; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (dc) no event having material adverse change in the properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a Material Adverse Effect whole shall have occurred since the date of this Agreement and be continuing; and (ed) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(d), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Banks pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (cb), (dc) and (ed) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to On the contrary, none date of the Lenders shall have any obligation to make any Loan under this Agreement unlesseach Loan: (a) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Request in accordance with Section 2.07(a);2.03. (b) if such Borrower and each other Loan is a Swing Line LoanParty shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by including its obligation to deliver Monthly Cash Balance Reports pursuant to Section 2.07(b5.01(d);. (c) both immediately before At the time of and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing;. (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all Each of the representations and warranties of Borrower and/or set forth in Article III hereof or in any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date of such Loan with the same effect as if though made on and as of such date, except to the date of extent such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower expressly relate to an earlier date (in Section 4.04 which case such representations and warranties shall have been true and correct in all material respects (except that those that are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of such earlier date). (e) After giving effect to the Loan, Borrower's Cash Balance shall not exceed $25,000,000. Each Loan shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be constitute a representation and warranty by Borrower and each other Loan Party on the date of such Loan as to the facts matters specified in clauses paragraphs (c), (db) and through (e) of this Section 3.02above.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none As of the Lenders shall have any obligation to make any time of the making of each Loan under this Agreement unless:(including the initial Borrowing): (a) if such Loan is a Revolving Credit Loan, the Agent The Lender shall have received a Notice of Revolving Credit Borrowing for such Loan as the notice required by Section 2.07(a);2.4 hereof and a fully executed Escrow Agreement. (b) if Each of the representations and warranties, of the Borrower set forth in Section 6 hereof shall be true and correct as of said time, except to the extent that any such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b)representation or warranty relates solely to an earlier date; (c) both immediately before The Borrower shall be in fall compliance with all of the terms and immediately after giving effect to such Loanconditions of this Agreement and of the other Loan Documents, and no Default or Event of Default under this Agreement shall have occurred and be continuingcontinuing or would occur as a result of making such Borrowing; (d) no event having a Material Adverse Effect After giving effect to the Loan, the aggregate principal amount of all Loans hereunder shall have occurred since not exceed the date lesser of this Agreement (i) the Borrowing Base and be continuing(ii) the Commitment; and (e) all Such Loan shall not violate any order, judgment or decree of the representations and warranties any court or other authority or any provision of Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer law or regulation applicable to the most recent financial statements of Borrower delivered to the Lenders pursuant to Section 5.01(a))Lender. Each request for a Loan by Borrower under this Agreement hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan Borrowing as to the facts specified in clauses (c), (d) and (e) of this Section 3.026.2.

All Loans. Notwithstanding any provision contained in this Agreement to In the contrarycase of each Loan hereunder, none of including the Lenders shall have any obligation to make any Loan under this Agreement unlessinitial Loan: (a) if such Loan is a Revolving Credit Loan, receipt by the Agent shall have received a Notice Bank of Revolving Credit Borrowing for such Loan as the notice from the Borrower required by Section 2.07(a)2.2 hereof; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and the fact that immediately after giving effect to such Loan, the making of the Loan no Default with respect to Sections 6.1(d), 6.6, 6.7, 6.8, 6.9 or 6.10 or Event of Default under this Agreement shall have occurred and be continuing, except that in the case of any Loan which, after the application of proceeds thereof, results in no net increase in the outstanding principal amount of Loans made by the Bank, the fact that immediately after the making of the Loan, no Event of Default shall have occurred and be continuing; (dc) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all of fact that the representations and warranties of Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such the Loan as if made on and as (except, in the case of any Loan which, after the application of the date proceeds thereof, results in no net increase in the outstanding principal amount of such Loan (and for purposes of this Section 3.02(e)Loans made by the Bank, the representations and warranties made by set forth in Sections 5.4(B) and 5.5 so long as the Borrower in Section 4.04 shall be deemed to refer has disclosed to the most recent financial statements Bank any matter which would cause any such representation to be untrue on the date of Borrower delivered such Loan); and (d) receipt by the Bank of such other documents, evidence, materials and information with respect to the Lenders pursuant to Section 5.01(a))matters contemplated hereby as the Bank may reasonably request. Each request for a Loan by Borrower under this Agreement borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the facts specified in clauses (c), (db) and (ec) of this Section 3.02Section.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders no Bank shall have any obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Administrative Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)2.02; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (ec) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(c), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered made available to the Lenders Banks pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (c), (db) and (ec) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none As of the Lenders shall have any obligation to make any Loan under this Agreement unless:time of the making of each advance of a Borrowing (including the initial Borrowing): (a) if such Loan is a Revolving Credit Loan, the The Administrative Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as the notice required by Section 2.07(a)2.3 hereof; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all Each of the representations and warranties of the Borrower and/or any other Obligor contained set forth in this Agreement and/or in any of the other Transaction Documents Section 6 hereof shall be true and correct in all material respects on and as of said time, except to the date of extent that any such Loan as if made on representation or warranty relates solely to an earlier date; (c) The Borrower and as its Restricted Subsidiaries shall be in compliance with all of the date terms and conditions hereof and of the other Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such Loan Borrowing; (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer d) After giving effect to the most recent financial statements Borrowing the aggregate principal amount of Borrower delivered all Loans hereunder shall not exceed the lesser of (i) the Available Borrowing Base or (ii) Commitments; and (e) Such Borrowing shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Lender (including, without limitation, Regulation U of the Lenders pursuant to Section 5.01(a))Board of Governors of the Federal Reserve System) as then in effect. Each request for a Loan by Borrower under this Agreement Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan Borrowing as to the facts specified in clauses subsections (c), (d) and (ea)-(e) of this Section 3.027.2.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the The Lenders shall have any obligation not be required to make any Loan under this Agreement unless--------- (including the initial Loan) hereunder unless the Borrower has furnished to the Agent: (i) a duly completed certificate executed by an Authorized Officer of the Borrower certifying that: (a) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice there exists no Default or Event of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)Default; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) all of the representations and warranties of Borrower and/or any other Obligor contained in this Agreement and/or in any Article 5 hereof are true and correct as of the other Transaction Documents borrowing date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date; and (c) no event has occurred, or condition exists, which could have a Material Adverse Effect. (ii) in the date case where Loan proceeds are to be used for an Acquisition and such Acquisition will result in the Borrower being required to file an SEC Report, executed copies of such Loan as if made on and as each of the date of such Acquisition Documents, certified by an Authorized Officer, together with the other documents required by Section 6.14; (iii) in the case where Loan (and proceeds are to be used for purposes of this Section 3.02(e)an Acquisition, the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer evidence satisfactory to the most recent financial statements Agent that the Acquisition contemplated by the relevant Acquisition Documents will immediately be consummated upon the funding of Borrower delivered to the Lenders pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on Loan; and (iv) such other documents as the date of such Loan as to the facts specified in clauses (c), (d) and (e) of this Section 3.02Agent or its counsel may have reasonably requested.

All Loans. Notwithstanding any provision contained in this ---------- Agreement to the contrary, none of the Lenders Lender shall have any no obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Notice of Revolving Credit current Borrowing for such Loan Base Certificate as required by Section 2.07(a2.01(c); (b) if such Loan is a Swing Line Revolving Credit Loan, U.S. Bank Lender shall have received a Borrowing Notice of Swing Line Borrowing for such Revolving Credit Loan as required by Section 2.07(b)2.02; (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect material adverse change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any other Obligor and/or any Subsidiary shall have occurred since the date of this Agreement and be continuing; and (e) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Lender pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (c), (d) and (e) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders Banks shall have any obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)2.02; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (dc) no event having material adverse change in the properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a Material Adverse Effect whole shall have occurred since the date of this Agreement and be continuing; and (ed) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(d), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Banks pursuant to Section 5.01(a)). 82 Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (cb), (dc) and (ed) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this --------- Agreement to the contrary, none of the Lenders Lender shall have any no obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a2.02(a); (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (dc) no event having change to cause a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (ed) all of the representations and warranties of made by Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and as of the date of such Loan (and for purposes of this Section 3.02(e3.02(d), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower delivered to the Lenders Lender pursuant to Section 5.01(a)). Each request for a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the facts specified in clauses (cb), (dc) and (ed) of this Section 3.02.

All Loans. Notwithstanding any provision contained in this Agreement to the contrary, none of the Lenders Lender shall have any no obligation to make any Loan under this Agreement unless: (a) if such Loan is a Revolving Credit Loan, the Agent Lender shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.07(a)Borrowing; (b) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan as required by Section 2.07(b); (c) both immediately before and immediately after giving effect to the making, continuation or conversion of such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (d) no event having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (ec) all of the representations and warranties of made Borrower and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents Loan Document shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality” or “Material Adverse Effect”, shall be true and correct in all respects) on and as of the date of the making, continuation or conversion of such Loan as if made on and as of the date of the making, continuation or conversion of such Loan (except (x) to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality” or “Material Adverse Effect”, shall be true and correct in all respects) as of such earlier date and (y) that for purposes of this Section 3.02(e3.02(c), the representations and warranties made by Borrower in Section 4.04 shall be deemed to refer to the most recent financial statements of Borrower and its Consolidated Subsidiaries delivered to the Lenders Lender pursuant to Section 5.01(aSections 5.03(a) and/or 5.03(d), as applicable). Each request for the making of a Loan by Borrower under this Agreement shall be deemed to be a representation and warranty by Borrower on the date of the making of such Loan as to the facts specified in clauses (c), (db) and (ec) of this Section 3.02.