Common use of Conditions Precedent to All Advances Clause in Contracts

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 shall be true and correct in all material respects as if made on the date of such Advance; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Company.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Lender to make each Advance (including the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case initial Advance) shall be subject to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 shall be true and correct in all material respects as if made further conditions precedent that on the date of such Advance;, the following statements shall be true: (b) all additional Security required to be provided at i. the time representations and warranties contained in Section 3 are correct on and as of the date of such Advance shall have been executed as though made on and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agentas of such date; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of ii. no event has occurred and is continuing; or would result from such Advance, which constitutes an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change Potential Default; iii. Borrower shall have executed and delivered to Lender an Advance Request Certificate in the form of Appendix A hereto and shall have disclosed in writing to Lender the proposed use of such Advance and Lender, in its sole discretion, shall have approved such use; iv. Lender shall have received such other approvals, opinions or documents as Lender may reasonably request; Lender's legal counsel is reasonably satisfied as to all legal matters incident to the making of such Advance; and v. No proceeding in bankruptcy shall have been commenced against or involving Borrower, and Borrower shall not be insolvent or made an assignment for the benefit of its creditors; and no event or series of events shall have occurred and be continuing, nor shall the making of the Advance result which in the occurrence opinion of a Default, Event Lender shall materially and adversely effect the credit worthiness of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any CompanyBorrower.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under any Facility unless unless, at the time of each such Advance Advance, all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionLenders: (a) the representations and warranties in section Section 6.01 shall be true and correct in all material respects as if made on the date of such AdvanceAdvance except to the extent such representations and warranties are made in respect of or as of a specific date or in respect of a specific period of time; (b) all additional Security Security, if any, required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; herein (d) except in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent monthSwingline); (ed) no Default, Default or Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Default or Event of Default or Material Adverse ChangeDefault; and (fe) no third party demand or garnishment order for payment to any Government Authority in respect of an Advance under Facility A the Borrower shall have been received by provided a satisfactory Borrowing Base Certificate in respect of the Agent or any Lender with most recent month and a Compliance Certificate in respect to any Companyof the most recent Fiscal Quarter.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Lender to make each Advance, including the first initial Advance or any subsequent Advance under any Facility unless at on the time of each such Advance all of Closing Date, is further subject to the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionconditions: (a) No Default or Event of Default shall have occurred and be continuing; (b) Borrower shall have executed and delivered to Lender the Note in the principal amount of such Advance including the initial Advance; (c) Lender shall have received such documents, instruments and agreements, including UCC financing statements or amendments to UCC financing statements, as Lender shall reasonably request to evidence the perfection and priority of the security interests granted to Lender pursuant to Section 4; (d) If requested by Lender, Borrower shall have delivered to Lender a subordination agreement, release, or estoppel letter, as appropriate, from any Person having an existing Lien superior to the Lien of Lender on any item of Collateral; (e) The representations and warranties contained in section 6.01 Section 5 shall be true and correct in all material respects on and as if made on the of effective date of each Advance as though made at and as of each such Advance; date (b) provided, however, that those representations and warranties expressly referring to a specific date shall be true, and correct in all additional Security required to be provided at the time material respects as of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been madedate), and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the or would exist after giving effect to such Advance. The making of each Advance shall be deemed to be a representation and warranty by Borrower on the date of such Advance result as to the accuracy of the facts referred to in the occurrence of this Section 3.2; (f) No circumstance has occurred and is continuing that would reasonably be expected to have a Default, Event of Default or Material Adverse ChangeEffect; and (fg) no third party demand Such other documents, and completion of such other matters, as Lender may reasonably deem necessary or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companyappropriate.

Conditions Precedent to All Advances. The Lenders shall have no Any Lender’s obligation to make each Advance, including the first Advance or any subsequent Advance under any Facility unless at initial Advance, is subject to fulfillment, in a manner satisfactory to the time Administrative Agent and the Required Lenders, of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionprecedent: (a) timely receipt of an executed Payment/Advance Form by the Administrative Agent; (b) (i) the representations and warranties in section 6.01 Section 5 shall be true true, accurate and correct complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as if made on the date of such Advance; date, and (bii) all additional Security required to be provided at the time no Default or Event of such Advance Default shall have been executed occurred and delivered and all registrations necessary be continuing or desirable in connection therewith shall have been made, and any other documentation required by result from the Agent shall have been executed and delivered, all in form and substance satisfactory to the AgentAdvance; (c) the Borrower shall have given a Draw Request paid all amounts then payable by Borrower pursuant to the Agent in accordance with the notice requirements provided hereinthis Agreement or any other Loan Document, including all amounts due under Section 10.16; (d) in respect of an Advance under Facility A the Borrower Required Lenders shall have provided determined, in their sole judgment, that no event or development shall have occurred since December 31, 2016 which has resulted in or could reasonably be expected to result in a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent monthMaterial Adverse Change; (e) there shall be no Defaultactions, Event of Default suits or Material Adverse Change proceedings pending or threatened (i) with respect to this Agreement or any other Loan Document, or (ii) which the Administrative Agent shall have occurred and determine has resulted in, or could reasonably be continuingexpected to result in, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand the making of such Advance shall not contravene any law, rule or garnishment order for payment regulation applicable to any Government Authority shall have been received by the Agent or any Lender with respect to any CompanySecured Party.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Bank to make ------------------------------------ each Advance, including the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of initial Advance, is subject to the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionconditions: (a) timely receipt by Bank of the representations and warranties Payment/Advance Form as provided in section 6.01 shall be true and correct in all material respects as if made on the date of such AdvanceSection 2.1; (b) all additional Security required to be provided at timely receipt by Bank of a Borrowing Base Certificate as defined in the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the AgentBorrower Agreement; (c) the Borrower Exim Guarantee shall have given a Draw Request to the Agent be in accordance with the notice requirements provided hereinfull force and effect; (d) in receipt by the Bank of a valid purchase order and such other documentation as the Bank may require with respect of an to any Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent monthbased upon Inventory; (e) if required by the Bank in its reasonable discretion, a satisfactory appraisal of Inventory with respect to any Advances to be made based in whole or in part upon the value of the Inventory; and (f) except as otherwise disclosed to the Bank, the representations and warranties contained in Section 5 hereof shall be true and accurate in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Advance as though made at and as of each such date (except to the extent they relate specifically to an earlier date, in which case such representations and warranties shall continue to have been true and accurate as of such date), and no Default, potential Event of Default or Material Adverse Change Event of Default shall have occurred and be continuing, nor shall the or would result from such Advance. The making of each Advance shall be deemed to be a representation and warranty by Borrower on the date of such Advance result as to the accuracy of the facts referred to in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companythis Section 3.1.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make any Advance to the first Advance or any subsequent Advance under any Facility Borrower unless at the time of making each such Advance all of the following conditions shall have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 Section 4.01 shall be true and correct in all material respects as if made on the date of such Advance, except for any such representations and warranties which are expressly stated herein to have been made only as at the date of this Agreement, and except as may be otherwise agreed in writing by the Required Lenders in their discretion from time to time; (b) all any additional Security required to be provided at the such time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been mademade as required pursuant to this Agreement, and any other documentation required by the Agent pursuant to this Agreement shall have been executed and delivered, all in form and substance satisfactory to the AgentAgent in its sole discretion; (c) any additional Security required to be provided at such time shall have been executed and delivered on a First-Ranking Security Interest Basis (subject only to Permitted Liens) and all registrations necessary or desirable in connection therewith shall have been made as required pursuant to this Agreement, and any other documentation required by the Agent pursuant to this Agreement shall have been executed and delivered, all in form and substance satisfactory to the Agent in its sole discretion; (d) no Default or Event of Default shall have occurred and be continuing, nor shall the making of such Advance result in the occurrence of any Default or Event of Default; (e) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (df) in respect of an Advance under Facility A since the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect date of the most recent month; (e) Interim Financial Statements, Borrower Year- end Financial Statements and Parent Year-end Financial Statements delivered to the Agent, no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Changeoccurred; and (fg) no third party demand or garnishment order for payment to any Government Governmental Authority shall have been received by the Agent or any Lender with in respect to of any Company.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Lender to make the first each Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case shall be subject to the satisfaction further conditions precedent that, on the date of the Agent and the Lenders in their sole discretionsuch Advance: (a) the The representations and warranties contained in section 6.01 shall be Article IV of the Purchase Agreement (other than Sections 4.01 and 4.02) are true and correct in all material respects on and as if of the date of such Advance, before and after giving effect to such Advance, as though made on and as of such date; (b) Borrower shall have performed, satisfied and complied with in all material respects all covenants, agreements and conditions required under the Transaction Documents to be performed, satisfied or complied with on or prior to the date of such Advance; (bc) all additional Security required to No event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default, or would constitute an Event of Default but for the requirement that notice be provided given or time elapse or both; (d) All principal amount of Advances, accrued interest or commitment fees under this Agreement, which are due and payable at the time of such Advance Advance, shall have been executed and delivered and all registrations necessary or desirable paid in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month;full; and (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall If the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority Commitment shall have been increased pursuant to Section 2.01(d), Lender shall have received a new promissory note duly executed by Borrower in the form of the Note, except that the amount thereof shall be equal to the amount of the Commitment as so increased, to replace the Note executed by Borrower on the date hereof. Simultaneously with such replacement, the Note executed by the Agent or any Lender with respect Borrower on the date hereof shall be cancelled and returned to any CompanyBorrower and deemed null and void and of no further force and effect.

Conditions Precedent to All Advances. (1) The Lenders shall have no obligation of each Lender to make any advance hereunder by way of a Loanor the first Advance or any subsequent Advance under any Facility unless at issuance of a Letter of Credit is subject to and conditional upon the time of each such Advance all prior satisfaction of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionprecedent: (a) the representations and warranties in section 6.01 Administrative Agent shall be true and correct in all material respects as if made on have received a Drawdown Notice by the date of such Advancetime required under Section 2.06(2); (b) all additional Security required the representations and warranties deemed to be provided at repeated pursuant to Section 8.01 shall continue to be true and correct as if made on and as of the time of such Advance shall have been executed Drawdown Date and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate certificate to such effect; (c) no Default or Event of Default shall have occurred and Monthly Compliance Certificate in respect be continuing on the Drawdown Date, or would result from making the requested advance; (d) no U.S. Default under Section 8.01 of the most recent monthU.S. Credit Agreement shall have occurred and is continuing on the Drawdown Date, or would result from making the requested advance; (e) no Default, Event of Default there shall not exist or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change, and a senior officer of each Obligor shall have been provided a certificate certifying as to the same; and (f) no third party demand all other terms and conditions of this Agreement upon which the Borrower may obtain a Loan or garnishment order for payment to any Government Authority require the issuance of a Letter of Credit that have not been waived shall have been received by fulfilled. (2) In connection with the condition precedent set forth in Section 3.02(1)(d), the Administrative Agent may at any time, acting reasonably and prior to the making of a Loan or any Lender with respect to any Companyissuance of a Letter of Credit, request an officer’s certificate from the Guarantor confirming those matters set forth in Section 3.02(1)(d) .

Conditions Precedent to All Advances. The Lenders shall have no obligation So long as the Commitment Termination Date has not yet occurred, any Subsequent Advance is subject to make the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionconditions: (a) Satisfaction of all conditions precedent in Section 3.1 and Section 3.2; (b) Borrower shall have delivered to Agent for the benefit of Lender a Subordination Agreement, release, or estoppel letter, as appropriate, from any Person having an existing Lien on any item of Collateral other than Permitted Liens; (c) The representations and warranties contained in section 6.01 Section 5 or in any Loan Document executed and delivered by any Loan Party shall be true and correct in all material respects as if made of any Subsequent Funding Date and no Default or Event of Default shall have occurred and be continuing as of any Subsequent Funding Date, or would exist after giving effect to such Subsequent Advance. The making of any Subsequent Advance shall be deemed to be a representation and warranty by Borrower on the date of such Advance; (b) all additional Security required to be provided at the time of such Subsequent Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory as to the Agent; (c) accuracy of the Borrower shall have given a Draw Request facts referred to the Agent in accordance with the notice requirements provided herein;this Section 3.3 (d) in respect of an Advance under Facility A In Agent’s reasonable discretion, there has not been any Material Adverse Effect since the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent monthClosing Date or any prior Funding Date; (e) no Default, Event Payment of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Changeany outstanding Lender Expenses pursuant to Section 2.5(b) hereof; and (f) no third party demand or garnishment order for payment to any Government Authority Agent shall have been received by the such other documents, and completion of such other matters, as Agent may reasonably deem necessary or any Lender with respect to any Companyappropriate.

Conditions Precedent to All Advances. The Lenders shall have no obligation of each Lender to make the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfiedAdvance, in each case except for Refinancing Advances, which constitutes an increase, shall be subject to the satisfaction of the Agent and the Lenders in their sole discretion: further conditions precedent that (a) the representations and warranties in section 6.01 shall be true and correct in all material respects as if made on the date of such Advance, the following statements shall be true: (i) The representations and warranties contained in Article V hereof are true and correct on such date, as though made on and as of such date (and the delivery of each Borrowing Notice under Section 2.02(a), and each Conversion or Continuation Notice under Section 2.09(b), or the failure to deliver a Conversion or Continuation Notice under Section 2.09(b), shall constitute a representation that on the disbursement date such representations are true (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by Administrative Agent)); (bii) all additional Security required to be provided at No event has occurred and is continuing, or would result from such Advance (including the time intended application of the proceeds of such Advance), that does or could constitute a Default or Event of Default; (iii) There shall have occurred no Material Adverse Change, and the making of such Advance shall have been executed and delivered and all registrations necessary not cause or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (fiv) no third party demand or garnishment order for payment After giving effect to any Government Authority each such Advance, prior to the Conversion Date, the aggregate amount of all outstanding Advances does not exceed the Available Commitment; and (b) Administrative Agent shall have been received by the Agent received, in form and substance acceptable to it, such other approvals, documents, certificates, opinions and information as it may deem necessary or any Lender with respect to any Companyappropriate.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under to any Facility Borrower unless at the time of making each such Advance all of the following conditions shall have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section Section 6.01 shall be true and correct in all material respects as if made on the date of such Advance, except for any such representations and warranties which are expressly stated herein to have been made only as at the date of this Agreement, and except as may be otherwise agreed in writing by the Required Lenders in their discretion from time to time; (b) all any additional Security required to be provided at the such time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been mademade as required pursuant to this Agreement, and any other documentation required by the Agent pursuant to this Agreement shall have been executed and delivered, all in form and substance satisfactory to the AgentAgent in its sole discretion; (c) no Default or Event of Default shall have occurred and be continuing, nor shall the Borrower making of such Advance result in the occurrence of any Default or Event of Default; (d) the Borrowers shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; herein (d) except in respect of an Advance under Facility A Advances in the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect form of the most recent monthOverdrafts); (e) since the date of the most recent Interim Financial Statements delivered to the Agent, no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Changeoccurred; and (f) no third party demand or garnishment order for payment to any Government Governmental Authority shall have been received by the Agent or any Lender with in respect to of any Company.

Conditions Precedent to All Advances. The Lenders Each Advance hereunder (including the initial Advance) shall be subject to the conditions precedent that (i) the Closing Date shall have no obligation to make occurred, (ii) the first Advance Agent shall have received such approvals, documents, instruments, certificates and opinions as the Agent or any subsequent Advance under any Facility unless at Lender, may reasonably request, and (iii) on the time date of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent statements shall be true (and the Lenders in their sole discretion:Company by accepting the amount of such Advance shall be deemed to have certified that): (a) the representations and warranties in section 6.01 Agent shall be true and correct in all material respects as if made on have received a Borrowing Request, appropriately completed, within the date of such Advancetime period required by Clause 2.2 (Borrowing procedure); (b) all additional Security required to be provided at the time making of such Advance shall have been executed not violate any provision of Clause 2.1 (Advance Facility and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the AgentCommitment); (c) the Borrower representations and warranties contained in Clause 4.1 (Representations and warranties of the Company) shall be true, complete and correct on and as of such day as though made on and as of such day and shall be deemed to have given a Draw Request to the Agent in accordance with the notice requirements provided hereinbeen made on such day; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Termination Event of Default or Material Adverse Change Potential Termination Event shall have occurred and be continuing, nor ; (e) the Agent shall have received a Master Servicer Report with respect to the making proposed Advance Date in accordance with Clause 3.2 (Reports) of the Advance result in Receivables Servicing Agreement and the occurrence of a Defaultinformation set forth therein shall be true, Event of Default or Material Adverse Changecomplete and correct; and (f) no third party demand or garnishment order for payment to any Government Authority the Termination Date shall not have been received by the Agent or any Lender with respect to any Companyoccurred.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under any Facility A unless at the time of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionLenders: (a) the representations and warranties in section 6.01 Section 5.01 shall be true and correct in all material respects as if made on the date of such Advance; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and; (fe) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Company; (f) no builders lien or other Lien (except Permitted Liens) has been registered against title to the Property and remains registered, as confirmed by a Land Title Office search conducted by the Agent's solicitor in respect of the Property; and neither the Agent nor any Lender shall have received notice of any builders lien or other Lien (except Permitted Liens) which may affect the Property, whether or not registered against title to the Property; and (g) the Agent shall have received a satisfactory report from its solicitors following a Land Title Office search of title to the Property immediately prior to any Advance confirming the Property as being duly registered in the name of the Borrower and encumbered only by the Security in favour of the Agent and those other encumbrances which have been previously approved in writing by the Lenders.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under any Tranche of Facility A unless at the time of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionLenders: (a) the representations and warranties in section 6.01 Section 5.01 shall be true and correct in all material respects as if made on the date of such Advance; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (fe) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Company.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Each Advance under any Facility unless at this Agreement (including the time of each such Advance all of the following conditions have been satisfied, in each case initial Advance) shall be subject to the satisfaction of the Agent and the Lenders in their sole discretionconditions precedent that: (a) the Closing Date shall have occurred; (b) the Funding Agent shall have received all approvals, documents, instruments, certificates and opinions as the Funding Agent, the Arranger or any Lender, may reasonably request; and (c) on each date on which an Advance is to be made, the following statements shall be true (and the Purchaser by accepting the amount of such Advance shall be deemed to have certified that): (i) the Funding Agent shall have received a Borrowing Request, appropriately completed, within the time period required by Clause 2.2 (Borrowing procedures); (ii) the making of the proposed Advance shall not violate any provision of Clause 2.1 (Advance Facility and Commitments); (iii) the representations and warranties contained in section 6.01 Clause 4.1 (Representations and warranties) shall be true true, complete and correct in all material respects on and as if of such day as though made on the date and as of such Advanceday and shall be deemed to have been made on such day; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (eiv) no Default, Event of Default or Material Adverse Change Potential Event of Default shall have occurred and be continuing, nor shall continuing or would result from the making proposed Advance; (v) other than in respect of the initial Advance, the Funding Agent shall have received the Servicer Report with respect to the Reporting Period mostly recently ended prior to the proposed date of such Advance result in accordance with Clause 3.2(b) (Reports) of the occurrence of a DefaultServicing Agreement, Event of Default or Material Adverse Changeand the information set out in such Servicer Report shall be true, complete and correct in all material respects; and (fvi) no third party demand or garnishment order for payment to any Government Authority the Termination Date shall not have been received by the Agent or any Lender with respect to any Companyoccurred.

Conditions Precedent to All Advances. The Lenders Lender shall have no obligation not be obligated to make any Advances hereunder (including the first Advance or initial Advances) on any subsequent Advance under any Facility unless at the time of each such Advance all date if, as of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretiondate thereof: (a) any representation or warranty of the representations and warranties in section 6.01 Borrower or the Servicer contained herein shall be true and correct untrue or incorrect in all any material respects respect as if of such date, either before or after giving effect to the Advances to be made on such date and to the date application of the proceeds therefrom, except to the extent that such Advancerepresentation or warranty expressly relates to an earlier date; (b) all additional Security required to be provided at the time of such Advance any event shall have been executed and delivered and all registrations necessary occurred, or desirable in connection therewith shall have been madewould result from such Advances or from the application of the proceeds therefrom, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agentthat constitutes an Incipient Termination Event or a Termination Event; (c) the Borrower shall have given a Draw Request to the Agent not be in accordance compliance in any material respect with the notice requirements provided any of its covenants or other agreements set forth herein; (d) in respect of an Advance under Facility A the Borrower Commitment Termination Date shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent monthoccurred; (e) no Default, Event of Default either before or Material Adverse Change shall have occurred after giving effect to such Advance and be continuing, nor shall to the making application of the Advance result in the occurrence of proceeds therefrom, a Default, Event of Default or Material Adverse ChangeFunding Excess would exist; andor (f) no third party demand the Borrower or garnishment order for payment to any Government Authority the Servicer shall have been received failed to deliver, on or prior to such date, any Monthly Report or Borrowing Base Certificate required to be delivered in accordance with Section 5.02 hereof. The delivery by the Agent or Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Advance on any Lender with respect Advance Date shall be deemed to constitute, as of any Companysuch Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have been satisfied.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make any Advance (including for greater certainty the first Advance or any subsequent Advance under any Facility hereunder), unless at the time of making each such Advance all of the following terms and conditions shall have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionRequired Lenders: (a) the representations and warranties in section 6.01 Article 4 shall be true and correct in all material respects as if made on the date of such AdvanceAdvance (except for any such representations and warranties which are specifically expressed to have been given only as at the date of this Agreement in which case they shall be true as of the date of this Agreement); (b) all any additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Default or Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, any Default or Event of Default or Default; (d) the Borrower shall have given a Drawdown Request to the Agent in accordance with the notice requirements provided herein (except in respect of Advances in the form of Swingline Advances); (e) since the date of the most recent Interim Financial Statements delivered to the Agent, no Material Adverse Change; andChange shall have occurred; (f) no third party demand or garnishment order for payment to any Government Governmental Authority shall have been received by the Agent or any Lender with in respect to of any Company.;

Conditions Precedent to All Advances. The Lenders shall have no obligation of each Lender to make each Advance (including the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case Initial Advance) shall be subject to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 shall be true and correct in all material respects as if made further conditions precedent that on the date of such AdvanceAdvance (a) the following statements shall be true (and the delivery of each Borrowing Notice under SECTION 2.2(a), each Application and each Conversion or Continuation Notice under SECTION 2.9(b), or the failure to deliver a Conversion or Continuation Notice under SECTION 2.9(b) shall constitute a representation that on the disbursement date (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived by Administrative Agent, to the extent permitted pursuant to SECTION 9.1) are true: (i) The representations and warranties contained in ARTICLE IV hereof are true and correct on such date, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Advance (including the intended application of the proceeds of such Advance), that does or could constitute a Default or Event of Default; and (iii) There shall have occurred no Material Adverse Change, and the making of such Advance, shall not cause or result in a Material Adverse Change; (iv) After giving effect to each such Advance, the aggregate outstanding Advances do not exceed the Commitment; and (v) The Unused Commitment (as defined in the Amended and Restated Credit Agreement) of each lender under the Amended and Restated Credit Agreement is zero; and (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Administrative Agent shall have been executed and deliveredreceived, all in form and substance satisfactory acceptable to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate it, such other approvals, documents, certificates, opinions, and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default information as it may deem necessary or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companyappropriate.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent an Advance under any Facility unless unless, at the time of each such Advance Advance, all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionLenders: (a) the representations and warranties in section Section 6.01 shall be true and correct in all material respects as if made on the date of such AdvanceAdvance except to the extent such representations and warranties are made in respect of or as of a specific date or in respect of a specific period of time; (b) all additional Security Security, if any, required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Default or Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Default or Event of Default or Material Adverse ChangeDefault; and (fe) no third party demand or garnishment order for payment to any Government Authority in respect of an Advance under Facility A the Borrower shall have been received by provided a satisfactory a Compliance Certificate in respect of the Agent or any Lender with respect to any Companymost recent Fiscal Quarter.

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under any Facility unless at the time of making each such Advance all of the following terms and conditions shall have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 7.01 shall be true and correct in all material respects as if made on the date of such Advance; (b) all any additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) no Default shall have occurred, nor shall the making of the Advance result in the occurrence of any Default; (d) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (de) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of accordance with the most recent monthrequirements set out in paragraph 8.03(a); (ef) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (fg) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Company.

Conditions Precedent to All Advances. The Lenders It shall have no obligation be a condition precedent to make the first Lender’s considering making any Advance or renewing any subsequent Advance under any Facility unless at Interest Period that on the time date of each such Advance all or the renewal of such Interest Period, as the case may be, the Lender shall have received evidence that the Value of the following conditions have been satisfied, in each case to Collateral meets the satisfaction of the Agent Advance Requirement and the Lenders in their sole discretion:following statements shall be true (and each request for an Advance shall constitute a representation and warranty by the Loan Parties that on the date of making or renewing such Advance such statements are true): (a) The Borrower has paid the Facility Fee payable in connection with this Agreement; (b) The representations and warranties contained in section 6.01 shall be Section 4 are true and correct in all material respects on and as if made on of the date of such Advance; (bc) all additional Security required to be provided at No event has occurred or is continuing or would result from the time making of such Advance shall have been executed and delivered and all registrations necessary that would constitute a Remedy Event or desirable in connection therewith shall have been madean event, and any other documentation required by the Agent shall have been executed and deliveredact or condition which, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided hereinpassage of time or notice, or both, would constitute a Remedy Event; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect The Lender: (i) is satisfied that none of the most recent month;Collateral is subject to any restriction on transfer applicable to the Lender or any transferee of the Lender, whether imposed by law or by agreement, or (ii) has given its prior written consent to any such restriction (without being obligated to do so) and has received any agreements, documents and other items relating to any such restriction as the Lender has requested (in its discretion); and (e) no DefaultThe Borrower has made a request in accordance with, Event of Default and has otherwise complied with other provisions of, Section 2.1(b) or Material Adverse Change shall have occurred and be continuing2.2(b), nor shall as the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companycase may be.

Conditions Precedent to All Advances. The Lenders shall have no Lender's obligation to make the first each Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case shall be subject to the satisfaction of the Agent and the Lenders in their sole discretionfurther conditions precedent that: (a) the There exists no Default or Event of Default nor would any Default or Event of Default result from any such Advance; (b) The representations and warranties contained in section 6.01 Article V of this Agreement or contained in the other Loan Documents are true and correct in all material respects as of such 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 if made on the date of such Advance; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agentearlier date; (c) the Borrower The Lender shall have given a Draw Request received the most recent Borrowing Base Certificate required to be delivered pursuant to Section 2.2, executed on behalf of Borrowers by an Officer of Borrower Agent, and shall be reasonably satisfied that after giving effect to the Agent proposed Advance, the aggregate principal amount of all Advances outstanding shall not exceed the Borrowing Base then in accordance with the notice requirements provided hereineffect; (d) in respect of an Advance under Facility A Since the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect date of the most recent month;financial statements delivered to the Lender by Borrowers pursuant to this Agreement, there has been no change in the Borrowers’ business, properties or condition (financial or otherwise) which has had or could reasonably be expected to have a Material Adverse Effect; and (e) no DefaultThe lockbox arrangements required by Section 2.6 hereof shall be in effect, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result amounts received in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority Lockboxes shall have been received identified or reconciled to Lender’s reasonable satisfaction, as required by Section 2.6(a)(iv) hereof. Each request for an Advance by the Agent or any Lender with respect to any CompanyBorrowers shall constitute a representation and warranty by each Borrower that the conditions contained in this Section 4.2 have been satisfied.

Conditions Precedent to All Advances. The Lenders obligation of each Lender to make any Advance, including pursuant to Section 2.01(a) or following a Commitment Increase pursuant to Section 2.15, shall be subject to the conditions precedent that on the date of such Borrowing, the following statements shall be true and the Administrative Agent shall have no obligation to make received, for the first Advance or any subsequent Advance under any Facility unless at the time account of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionLender: (a) a Notice of Borrowing prior to the Notice of Borrowing Deadline (and the Administrative Agent shall provide each relevant Lender with prompt notice thereof by e-mail, telex or facsimile); (b) a certificate (which, at the election of the Borrowers, may be included within the Notice of Borrowing) signed by a duly authorized officer or authorized signatory of the applicable Borrower, dated the date of such Borrowing stating that: (i) the representations and warranties contained in section 6.01 shall be each Loan Document are true and correct in all material respects on and as if of such date, before and after giving effect to such Borrowing and the application of the proceeds therefrom, as though made on the date and as of such Advancedate (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)); (bii) all additional Security required no Default or Event of Default has occurred and is continuing, or would result from such Borrowing or the application of the proceeds therefrom; and (iii) for each Advance, (A) the Maximum Unsecured Debt Percentage of Total Unencumbered Asset Value equals or exceeds the Unsecured Debt that will be outstanding after giving effect to be provided at the time of such Advance and (B) before and after giving effect to such Advance, the Parent Guarantor shall have been executed and delivered and all registrations necessary or desirable be in connection therewith shall have been made, and any other documentation required by compliance with the Agent shall have been executed and delivered, all covenants contained in form and substance satisfactory to the AgentSection 5.04; (c) in the case of any Borrowing, increase or creation in respect of the Yen Loan by any Borrower that is a TMK, the Administrative Agent shall have given received a Draw Request valid and current asset liquidation plan with respect to such TMK, including any modification thereof (affixed with a receipt stamp of the director of the competent local finance bureau if it has been submitted to the Agent in accordance with the notice requirements provided herein;competent local finance bureau) reflecting such Borrowing, increase or creation; and (d) such other approvals or documents as any Lender through the Administrative Agent may reasonably request in respect of an Advance under Facility A order to confirm (i) the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect accuracy of the most recent month; Loan Parties’ representations and warranties contained in the Loan Documents, (eii) no Defaultthe Loan Parties’ timely compliance with the terms, Event covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default or Material Adverse Change shall have occurred and be continuing, nor shall (iv) the making rights and remedies of the Advance result in Secured Parties or the occurrence ability of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment the Loan Parties to any Government Authority shall have been received by the Agent or any Lender with respect to any Company.perform their Obligations. 75 Digital Realty - Term Loan Agreement

Conditions Precedent to All Advances. The Lenders shall have no obligation to make the first Advance or any subsequent Advance under to any Facility Borrower unless at the time of making each such Advance all of the following conditions shall have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 Section 8.01 shall be true and correct in all material respects as if made on the date of such Advance, except for any such representations and warranties which are expressly stated herein to have been made only as at the date of this Agreement, and except as may be otherwise agreed in writing by the Required Lenders in their discretion from time to time; (b) all any additional Security required to be provided at the such time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been mademade as required pursuant to this Agreement, and any other documentation required by the Agent pursuant to this Agreement shall have been executed and delivered, all in form and substance satisfactory to the AgentAgent in its sole discretion; (c) no Default or Event of Default shall have occurred and be continuing, nor shall the Borrower making of such Advance result in the occurrence of any Default or Event of Default; (d) the Borrowers shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; herein (d) except in respect of an Advance under Facility A Advances in the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect form of the most recent monthOverdrafts); (e) since the date of the most recent Interim Financial Statements delivered to the Agent, no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Changeoccurred; and (f) no third party demand or garnishment order for payment to any Government Governmental Authority shall have been received by the Agent or any Lender with in respect to of any Company.

Conditions Precedent to All Advances. The Lenders shall have no obligation of each Lender to make each Advance (including the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case Initial Advance) shall be subject to the satisfaction of the Agent and the Lenders in their sole discretion: (a) the representations and warranties in section 6.01 shall be true and correct in all material respects as if made further conditions precedent that on the date of such AdvanceAdvance (a) the following statements shall be true (and the delivery of each Borrowing Notice under SECTION 2.2(A), each Application and each Conversion or Continuation Notice under SECTION 2.9(B), or the failure to deliver a Conversion or Continuation Notice under SECTION 2.9(B) shall constitute a representation that on the disbursement date (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived by Administrative Agent, to the extent permitted pursuant to SECTION 9.1) are true: (i) The representations and warranties contained in ARTICLE IV hereof are true and correct on such date, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Advance (including the intended application of the proceeds of such Advance), that does or could constitute a Default or Event of Default; and (iii) There shall have occurred no Material Adverse Change, and the making of such Advance, shall not cause or result in a Material Adverse Change; (iv) After giving effect to each such Advance, the aggregate outstanding Advances do not exceed the Commitment; and (v) The Unused Commitment (as defined in the Amended and Restated Credit Agreement) of each lender under the Amended and Restated Credit Agreement is zero; and (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Administrative Agent shall have been executed and deliveredreceived, all in form and substance satisfactory acceptable to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate it, such other approvals, documents, certificates, opinions, and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default information as it may deem necessary or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companyappropriate.

Conditions Precedent to All Advances. The Lenders shall have no obligation of the Lender ------------------------------------ to make each Advance of Loans (including the first Advance initial Advance) is subject to satisfaction (or any subsequent Advance under any Facility unless at waiver by the time Lender in its sole discretion) of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionprecedent: (a) the representations Lender shall have received a Request for Advance, duly executed by an Authorized Officer; (b) the Lender shall have received evidence reasonably acceptable to it that upon acquisition of the property interests to be acquired with the proceeds of the Advance, the Borrower will acquire good and warranties marketable title to such property interests free of Liens and that, upon the closing of such acquisition by the Borrower, first, prior and enforceable Liens in section 6.01 shall be true favor of the Lender will have been perfected in such property interests and correct in all material respects as if made mineral production therefrom; (c) on the date of such Advance; (b) all additional Security required to be provided at , the time of such Advance Lender shall have been executed and delivered and all registrations necessary received such approvals, opinions or desirable in connection therewith shall have been made, and any other documentation required by documents as the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided hereinLender may reasonably request; (d) in respect of an such Advance under Facility A shall not cause the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of Amount Outstanding to exceed the most recent monthMaximum Availability; (e) there shall exist no Default, Potential Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; andDefault; (f) no third party demand or garnishment order for payment each of the conditions precedent to any Government Authority shall have been received the initial Advance set forth in Section 4.1 is and remains satisfied; and ----------- (g) all representations and warranties made by the Agent or any Borrower shall be true and correct on the date of such Advance except for those changes disclosed to the Lender with respect in writing and acceptable to any Companythe Lender in its sole discretion.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Lender to make each Advance, including the first initial Advance or any subsequent Advance under any Facility unless at on the time of each such Advance all of initial Funding Date, is further subject to the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretionconditions: (a) Xxxxxxxx shall have executed and delivered to Agent for the representations and warranties benefit of a Lender, the Note in section 6.01 shall be true and correct in all material respects as if made on the date principal amount of such Advance including the initial Advance; (b) all additional Security required to be provided at the time of such Advance shall have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed received such documents, instruments and deliveredagreements, all including certificates evidencing Collateral consisting of Equity Interests, UCC financing statements (other than in form respect of the English Security Documents) or amendments to UCC financing statements, as Agent shall reasonably request to evidence the perfection and substance satisfactory priority of the security interests granted to the AgentAgent pursuant to Section 4; (c) the Borrower Each Loan Party shall have given delivered to Agent for the benefit of Lender a Draw Request to the Agent in accordance with the notice requirements provided hereinSubordination Agreement, release, or estoppel letter, as appropriate, from any Person having an existing Lien on any item of Collateral; (d) The representations and warranties contained in respect Section 5 shall be true and correct on and as of an effective date of each Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate as though made at and Monthly Compliance Certificate in respect as of the most recent month; (e) each such date, and no Default, Default or Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the or would exist after giving effect to such Advance. The making of each Advance shall be deemed to be a representation and warranty by each Loan Party on the date of such Advance result as to the accuracy of the facts referred to in this Section 3.2. (e) The funding of such Advance shall be allowed pursuant to the occurrence of a Default, Event of Default or Material Adverse Change; andIntercreditor Agreement. (f) no third party demand In Agent’s reasonable discretion, there has not been any material impairment in the Collateral, Loan Parties’ general affairs, management, results of operations, financial condition or garnishment order the prospect for payment to any Government Authority shall have been received by repayment of the Obligations. (g) Such other documents, and completion of such other matters, as Agent may reasonably deem necessary or any Lender appropriate, including documentation necessary so that Administrative Agent can comply with respect to any Companyapplicable know-your-client regulations.

Conditions Precedent to All Advances. The Lenders No Lender shall have no obligation be obligated to make the first Advance or any subsequent Advance under Advances hereunder on any Facility unless at the time of each such Advance all date if, as of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretiondate thereof: (a) any representation or warranty of the representations and warranties Borrower contained herein or in section 6.01 any of the other Related Documents shall be true and correct untrue or incorrect in all any material respects respect as if made on the date of such Advancedate, either before or after giving effect to the Advances on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) all additional Security required to be provided at the time of any event shall have occurred, or would result from such Advances on such Advance shall have been executed and delivered and all registrations necessary Date or desirable in connection therewith shall have been madefrom the application of the proceeds therefrom, and any other documentation required by the Agent shall have been executed and deliveredthat constitutes an Incipient Termination Event, all in form and substance satisfactory to the Agent; a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (c) the Borrower shall have given a Draw Request to the Agent not be in accordance compliance with the notice requirements provided any of its covenants or other agreements set forth herein; ; (d) in respect of an Advance under the Facility A the Borrower Termination Date shall have provided occurred; (e) either before or after giving effect to such Advance, to the application of the proceeds therefrom a satisfactory Funding Excess would exist; and (f) the Administrative Agent shall not have received a Borrowing Base Certificate and Monthly Compliance Certificate in respect as required pursuant to Section 2.03(a). The delivery by the Borrower of a Borrowing Request, the acceptance by the Borrower of the most recent month; (e) no Defaultfunds from such Advance on any Advance Date shall be deemed to constitute, Event as of Default or Material Adverse Change shall have occurred any such Advance Date, a representation and be continuing, nor shall warranty by the making of Borrower that the Advance result conditions in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall this Section 3.02 have been received by the Agent or any Lender with respect to any Companysatisfied.

Conditions Precedent to All Advances. The Lenders shall have no obligation of the Bank to make each Advance (including the first Advance or any subsequent Advance under any Facility unless at the time of each such Advance all of the following conditions have been satisfied, in each case Initial Advance) shall be subject to the satisfaction of the Agent and the Lenders in their sole discretionfurther conditions precedent that: (a) the representations Borrowers shall have performed and warranties in section 6.01 shall complied with all agreements and conditions herein required to be true and correct in all material respects as if made performed or complied with on or prior to the date of such Advance; (b) all additional Security required to be provided at the time of such Advance Bank shall have been received a Request for Credit, duly executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the AgentBorrowers; (c) on the Borrower date of such Advance the Bank shall have given a Draw Request to received such other approvals, opinions or documents as required under the Agent in accordance with the notice requirements provided hereinterms of this Agreement; (d) in respect on the date of an such Advance under Facility A the Borrower Bank shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect satisfied itself of the most recent monthabsence of a Materially Adverse Effect; (e) such Advance shall not cause the aggregate Principal Amount of the Facility A Loans and the Facility B Loans and Face Amount of issued Letters of Credit to exceed the Commitment; (f) there shall exist no Default, Unmatured Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Default; (g) all representations and warranties made by the Borrowers shall be true and correct on the date of such Advance, except for (i) such changes therein as shall be acceptable to the Bank and (ii) such changes therein as do not have a Materially Adverse ChangeEffect on the Borrowers; and (fh) no third party demand all governmental requirements and all material approvals and consents (including, without limitation, all material approvals and consents required in connection with any Environmental Laws) of Governmental Authorities or garnishment order for payment to any Government Authority other Persons, if any, required in connection with the operation of the Collateral, shall have been received by the Agent complied with or any Lender with respect to any Companyobtained and remain in effect.

Conditions Precedent to All Advances. The Lenders shall have no obligation of Lender to make any Advances is subject to the first further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Advance or any subsequent Advance under any Facility unless at would exist immediately after giving effect thereto and Borrower shall be in full compliance with the time provisions of each such Advance all of the following conditions have been satisfied, in each case to the satisfaction of the Agent and the Lenders in their sole discretion: ARTICLE VII; (ab) the representations and warranties made or deemed made by Borrower and Guarantor in section 6.01 the Loan Documents to which either of them is a party shall be true and correct in all material respects on and as of the date of the making of such Advance with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (c) in the case of the borrowing of Advances (other than the first Advance), Lender shall have received a timely Notice of Borrowing; and (d) Lender shall have received all endorsements to the title policies issued by the Title Company with respect to the Borrowing Base Property as Lender may require in connection with such Advance. Each Advance shall constitute a certification by Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Advance and, unless Borrower otherwise notifies Lender prior to the date of such Advance; (b) all additional Security required , as of the date of the occurrence of such Advance). In addition, Borrower shall be deemed to be provided have represented to Lender at the time such Advance is made that all conditions to the making of such Advance shall contained in this Section have been executed and delivered and all registrations necessary or desirable in connection therewith shall have been made, and any other documentation required by the Agent shall have been executed and delivered, all in form and substance satisfactory to the Agent; (c) the Borrower shall have given a Draw Request to the Agent in accordance with the notice requirements provided herein; (d) in respect of an Advance under Facility A the Borrower shall have provided a satisfactory Borrowing Base Certificate and Monthly Compliance Certificate in respect of the most recent month; (e) no Default, Event of Default or Material Adverse Change shall have occurred and be continuing, nor shall the making of the Advance result in the occurrence of a Default, Event of Default or Material Adverse Change; and (f) no third party demand or garnishment order for payment to any Government Authority shall have been received by the Agent or any Lender with respect to any Companysatisfied.