Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make any Advance on the occasion of any Borrowing (including the initial Advancefirst Borrowing hereunder) under the Credit Facility is shall be subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions Each of this Agreement in that regard; (b) the representations and warranties set forth herein of Borrower and Guarantor contained in Article 3 or in any other Margin Loan Document shall be true and correct in all material respects, both respects on and as of the date of such Advance Request Borrowing, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (b) Since the requested date of Advancethe last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, as applicable, with respect to Guarantor, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect with respect to Guarantor; (c) the Borrower shall have observed and performed delivered a Borrowing Notice in all material respects all covenants set forth herein and in any other Loan Documentaccordance with the requirements hereof; (d) no Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default or Event of Default shall have occurred and be continuing continuing, or will would result from giving effect to such Advance RequestBorrowing or from the application of the proceeds therefrom; (ef) the making Borrower shall not have provided notice of termination of the requested Advance Commitments; and (g) The Collateral Requirement shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullsatisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation several obligations of the Lender Lenders to make any Advance (including the initial Advance) under the Credit Facility is or to convert an Advance to another Type of Advance are subject to the fulfilment satisfaction of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for clause (b) below shall not apply to the sole benefit rollover or conversion of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular an Advance): (a) the Lender Agent shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regardAgreement; (b) the representations and warranties set forth herein and in any other Loan Credit Document shall be true and correct in all material respectsrespects (without duplication of any materiality thresholds set forth therein), both on the date of such Advance Request and on the requested date of AdvanceDrawdown Date (subject to Section 8.2); (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request;; and (ed) the making of the requested Advance shall not be illegal or otherwise prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 VII have been satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make each Advance to be made by it hereunder (other than in connection with any Advance (including Borrowing that would not increase the initial Advanceaggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) under the Credit Facility is shall be subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties conditions precedent set forth herein in Section 3.01 and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance;Borrowing: (ca) the Borrower The following statements shall have observed be true (and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making each of the requested Advance shall not be prohibited by any Legal Requirement. The submission giving of the applicable Notice of Borrowing and the acceptance by the Borrower of an Advance Request the proceeds of any Borrowing shall be deemed to constitute a representation and warranty by the Borrower that on the conditions precedent to the making date of such Borrowing such statements are true): (i) The representations and warranties of the Advance requested thereby Borrower contained in Section 4.01 (other than, with respect to Advances to be made after the Closing Date, (A) the representation and warranty in Section 4.01(e) and (B) the representation and warranty set forth in this Article 7 the penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have been satisfied in fullreceived copies or other evidence of such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; (c) the Borrower shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (d) no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request; (e) the making of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender LENDER to make any Advance (including the initial Advance) advances under the Credit Facility is LOANS shall be subject to the fulfilment satisfaction, prior thereto or concurrently therewith, of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance):: (a) the Lender a. No event shall have received from the Borrower occurred on or prior to such date and be continuing on such date, and no condition shall exist on such date, which constitutes a duly completed Advance Request in accordance with the provisions of this Agreement in that regardDEFAULT or EVENT OF DEFAULT; (b) b. Each of the representations and warranties set forth herein and made by or on behalf of the BORROWER to the LENDER in any other Loan Document the LOAN DOCUMENT: (i) shall be true and correct in all material respectsrespects when made; and (ii) shall, both for all purposes of this AGREEMENT, be deemed to be repeated on and as of the date of BORROWER'S request for such Advance Request advance, as the case may be, and on the requested date of Advance; (c) the Borrower shall have observed be true and performed correct in all material respects all covenants set forth herein and in any other Loan Documentas of each of such dates; (d) no Default or Event of Default c. The LENDER shall have occurred received all reports, financial statements, financial information and be continuing or will result from giving effect financial disclosures required by the LOAN DOCUMENTS, except to such Advance Request;the extent that the LENDER has waived to the receipt thereof; and (e) the making of the requested Advance d. It shall not be prohibited unlawful (i) for the LENDER to perform any of the agreements or obligations imposed upon the LENDER by any Legal Requirement. The submission of the LOAN DOCUMENTS, or (ii) for the BORROWER or any GUARANTOR to perform any of their respective agreements or obligations as provided by the Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article 7 have been satisfied in fullLOAN DOCUMENTS.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any each Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following further conditions precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender Borrower shall have received from delivered to Lender the Borrower a duly completed Request for Advance Request in accordance with the provisions of this Agreement in that regard; Agreement; (b) the representations and warranties set forth herein and in any other Loan Document shall be true and correct in all material respects, both on the date of such Advance Request and on the requested date of Advance; , Borrower shall not have more than $3,000,000 in unrestricted cash available to it; (c) the Borrower shall have observed delivered the Financial Statements required pursuant to Section 5.2; (d) the Merger Agreement shall not have been terminated pursuant to Section 7.1(b) thereof and performed the termination date of the Merger Agreement shall have been extended to at least January 4, 2001; and (e) on the date such Advance is to be made and after giving effect to such Advance, the following shall be true and correct: (i) the representations and warranties of Borrower and the other Loan Parties set forth in Section 4 and in the other Credit Documents are true and correct in all material respects all covenants set forth herein as if made on such date (except for representations and in any other Loan Document; warranties expressly made as of a specified date, which shall be true as of such date); (dii) no Default or Event of Default shall have has occurred and be is continuing or will result from giving effect to such Advance Request; Advance; (eiii) the making all of the requested Advance shall not Credit Documents are in full force and effect; and (iv) Borrower has performed in all respects all obligations and covenants under the Merger Agreement required to be prohibited performed by any Legal Requirementit as of the date of such Advance. The submission by the Borrower to Lender of an each Request for Advance Request shall be deemed to constitute be a representation and warranty by the Borrower that the conditions precedent to the making each of the Advance requested thereby statements set forth in this Article 7 have been satisfied in fullabove is true and correct as of the date of such notice.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make any Advance (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following It shall be express conditions precedent to the reasonable satisfaction Lender’s obligation to make an Advance of the Lender (provided each Loan that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance): (a) the Lender shall have received from the Borrower a duly completed Advance Request in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties set forth herein and contained in any other Loan Document Section 4.1 shall be true and correct in all material respects, both on respects as of the date of such Advance Request (provided, however, that such materiality qualifier shall not be applicable to any representations and on warranties that already are qualified or modified by materiality in the requested text thereof and provided, further, that those representations and warranties expressly referring to another date of Advance; (c) the Borrower shall have observed be true and performed correct in all material respects all covenants set forth herein and in any as of such other Loan Document; date), (db) no Event of Default or Potential Event of Default shall have occurred and be continuing continuing, (c) Lender determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or will result from giving effect to such Advance Request; prospects of Borrower, (d) receipt by Lender of an executed Loan Payment Request Form in the form of Exhibit E attached hereto, (e) all governmental and third party approvals necessary in connection with the making Loan and this Agreement shall have been obtained and be in full force and effect and (f) Lender’s satisfaction, in Lender’s sole discretion, with the results of Lender’s due diligence investigation, including, without limitation, review of the requested Advance shall not be prohibited by any Legal Requirement. The submission by the financial statements of Borrower of an Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent dated no more than thirty (30) days prior to the making funding of the Advance requested thereby set forth in this Article 7 have been satisfied in fullsuch Advance.