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

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent or any Lender; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of any Loan Party contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date in which case such representations and warranties shall only be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of such earlier date);; and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; . The submission by Borrower to Agent of a request for each Advance (c) no injunction, writ, restraining order, or other order extension of any nature restricting or prohibitingcredit) hereunder, directly or indirectly, and Borrower’s acceptance of the extending proceeds of such credit Advance (or other extension of credit), shall have each be deemed to be a representation and warranty by Borrower on the date of such Advance (or other extension of credit) that each of the foregoing conditions precedent has been issued and remain in force by any Governmental Authority against any Borrower, Agent satisfied on the date of such Advance (or any Lender; and (d) no Material Adverse Change shall have occurredother extension of credit).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (to advance the Initial Funding Amount, the Maximum Amount, or any member thereof) to make any Advances hereunder at any time portion thereof (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the Interim Order (if prior to the Entry Date) or the Final Order (if on or after the Entry Date), as the case may be, shall, on the date of the entry thereof, be in form and substance satisfactory to Lender, shall be in full force and effect and shall not have been reversed, stayed, modified or amended, except for such modifications, and amendments agreed to in writing by the Lender; (b) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;; and (cd) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrowerthe Company, Agent Lender, or any Lender; and (d) no Material Adverse Change shall have occurredof their Affiliates.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any the Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending making of such credit Advance shall have been issued not violate any requirement of law and remain in force by any Governmental Authority against any Borrowershall not be enjoined, Agent temporarily, preliminarily or any Lenderpermanently; and (d) no Material Adverse Change in the case of a Subsequent Advance, the Availability shall have occurredbe $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances Advance hereunder at any time (or to extend any other credit hereunder) at any time ), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Lender, or any Lenderof their respective Affiliates; (d) Lender shall have received a Borrowing Base Certificate which includes a calculation of the Borrowing Base as of the date immediately preceding the date of the requested Advance after giving effect to such Advance; and (de) no Material Adverse Change the amount of such Advance shall have occurrednot exceed ninety percent (90%) of the aggregate Net Balance of those Eligible Premium Finance Agreements that were not included in the calculation necessary to satisfy the condition precedent set forth in Section 3.1(u)(i).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Lender, or any Lenderof their Affiliates; andLOAN AND SECURITY AGREEMENT - Page 32 -------------------------- (d) no Material Adverse Change shall have occurred; and (e) Borrower shall have delivered to Lender a current Borrowing Base Certificate.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any all Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lender; andof their Affiliates; (d) no Material Adverse Change shall have occurred; (e) [Intentionally Omitted] (f) the Warehouse Facility shall be drawn to within $5,000,000 of the maximum availability thereunder, given the practical limitations of, and potential disruptions in the commercial paper market; such $5,000,000 amount shall be calculated at the end of the third Business Day prior to funding such Advance hereunder, provided that this clause (f) shall not apply solely in connection with the issuance of a Letter of Credit hereunder; and (g) Agent shall have a first priority perfected security interest in the Collateral except for Senior Claims.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (Loans or to extend any other credit hereunder) at any time extensions under this Agreement shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in and the other Loan Financing Documents shall be true and correct in all material respects (except that unless such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality materiality, in the text thereofwhich case such representations and warranties shall be true and correct in all respects) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) (i) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;, (ii) no Material Adverse Effect shall have occurred, and (iii) there has been no material deterioration in the consolidated financial condition of the Loan Parties since the date of the most recent financial statements submitted to Lender; and (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority Tribunal against any BorrowerLoan Party, Agent Lender, or any Lender; and (d) no Material Adverse Change shall have occurredof their Affiliates.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by a materiality concept in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lenderof their Affiliates; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) Revolver Lenders to make any Advances hereunder at any time Advance (or to extend any other credit hereunder) at ), or of Issuing Lender to issue, amend, renew or extend any time Letter of Credit, shall be subject to the following conditions precedent:precedent (which conditions may be waived in the sole discretion of the Required Revolver Lenders): (a) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any BorrowerLoan Party, Agent Agent, any Lender, or any Lenderof their Affiliates; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Parent or its Subsidiaries contained in this Agreement or and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lender; andof their Affiliates; (d) no Material Adverse Change shall have occurred; and (e) all United States federal taxes of Parent, Borrowers and their respective Subsidiaries then due and payable by, or imposed, levied or assessed against, such Persons shall have been paid in full before delinquency or before the expiration of any extension period.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Holdings or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lenderof their Affiliates; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of the Loan Parties and their Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order order, or any law, rule or regulation of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any BorrowerLoan Party, Agent Agent, or any Lender; and (d) no Material Adverse Change shall have occurredoccurred since December 31, 2006, provided that the transactions contemplated by this Agreement and the transactions made in connection with the Permitted Merger shall not constitute a Material Adverse Change.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any all Advances hereunder at any time (or to extend any other credit hereunder, other than Advances that are deemed to be made pursuant to Section 2.12(b) at with respect to any time unreimbursed L/C Disbursement for a funded Letter of Credit) shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lender; andof their Affiliates; (d) except as otherwise set forth in Section 5.11(b), no Material Adverse Change shall have occurred; and (e) Agent shall have a first priority perfected Lien in the Collateral except for Permitted Liens.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of the Borrowers or their respective Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;; and (c) no injunction, writ, restraining order, or other order with respect to the making of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force Foreign Advances to any Foreign Borrower by any Governmental Authority against Lender, in such Lender’s good faith determination, since the Closing Date, there has been no occurrence of a change in any Borrower, Agent or any Lender; and (d) no Material Adverse Change shall have occurredApplicable Law that would render the making of the Advances by such Lender to such Foreign Borrower unlawful under such Applicable Law on the requested Funding Date.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or any other Borrowing Base Company contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier datedate and except to the extent that any Schedule relating to any representation and warranty is permitted to be amended or updated on or after the date of such extension of credit); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, or any Lender; and (d) no Material Adverse Change shall have occurredoccurred since December 31, 2006.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of each Borrower contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;; and (c) no injunction, writ, restraining order, or other order In the case of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Advance (or any Lender; and other extension credit hereunder) to be denominated in Euros, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of (di) no Material Adverse Change shall have occurredAgent, (ii) the Required Lenders (in the case of any Advance to be denominated in Euros), (iii) the Swing Lender (in the case of any Swing Loans to be denominated in Euros) or the Issuing Lender (in the case of any Letter of Credit to be denominated in Euros) would make it unlawful or impossible for such extension of credit to be denominated in Euros.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrowers contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, or any Lender; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) after giving effect to those Schedules that are permitted to be updated pursuant to the terms hereof and that have been duly updated and delivered to Agent, the representations and warranties contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent Agent, any Lender, or any Lenderof their Affiliates; and (d) no Material Adverse Change shall have occurred.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and or warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent or any Loan Party or Lender, or any of their affiliates; and (d) no Material Adverse Change shall have occurredoccurred since January 31, 2007.