Common use of Conditions to All Loans and Letters of Credit Clause in Contracts

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and issuance of all Letters of Credit (before as well as after giving effect to such Loans and Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein shall be true and correct with the same effect as though such representations and warranties had been made on and as of the date of such Loans or issuance of such Letter of Credit; (c) since the date of the most recent financial statements described in Section 6.1, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Loans to be made and the use of proceeds thereof, or the Letters of Credit to be issued, shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Borrower; and (e) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by the Borrower of the proceeds thereof and each Notice of Request for a Letter of Credit shall constitute a representation and warranty by the Borrower, as of the date of the Loans comprising such Borrowing, or the date of the issuance of Letter of Credit subject to such request, that the applicable conditions specified in Sections 4.1 and 4.2 have been satisfied.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and issuance the issuance, extension or renewal of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein in the Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or issuance such issuance, extension or renewal date (except to the extent that any such representation or warranty speaks as of a specific date earlier than the Effective Date, in which case such representation or warranty shall be true and correct in all material respects as of such Letter of Creditdate); (c) since the date of the most recent audited financial statements of the Consolidated Companies described in Section 6.15.14, there shall have been no event, change or condition which has had or could would reasonably be expected to have a Material Materially Adverse EffectEffect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 6.07); (d) there shall be no material action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of the Borrower, threatened seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; and (e) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Borrower; and (e) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by the Borrower of the proceeds thereof and each Notice request for the issuance or extension of Request for a Letter of Credit shall constitute a representation and warranty by the Borrower, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance or extension of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 4.01 and 4.2 4.02 have been satisfiedsatisfied or waived in writing.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and the issuance of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower Intermet contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or issuance of such Letter of CreditLoans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.15.14, there shall have been no change which has had or could reasonably be expected to have a Material Materially Adverse EffectEffect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 6.07); (d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Intermet, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; and (e) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Borrower; and (e) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the AgentIntermet. Each request for a Borrowing and the acceptance by the Borrower Intermet of the proceeds thereof and each Notice request for the issuance of Request for a Letter of Credit shall constitute a representation and warranty by the BorrowerIntermet, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 4.01 and 4.2 4.02 have been satisfiedsatisfied or waived in writing.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and the issuance of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower contained herein in the Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or such issuance of such Letter of Creditdate; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.15.14, there shall have been no material change which (whether or not any notice with respect to such change has had or could reasonably be expected been furnished to have a Material Adverse Effectthe Lenders pursuant to Section 6.07); (d) there shall be no material action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of the Borrower, threatened seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; and (e) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Borrower; and (e) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by the Borrower of the proceeds thereof and each Notice request for the issuance or extension of Request for a Letter of Credit shall constitute a representation and warranty by the Borrower, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance or extension of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 4.01 and 4.2 4.02 have been satisfiedsatisfied or waived in writing.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and issuance of all Letters of Credit (before as well as after giving effect to such Loans and Letters of Credit and to the proposed use of the proceeds thereof), thereof and the issuance of such Letters of Credit) the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by Parent contained herein, and all representations and warranties by the Borrower other Borrowers contained herein herein, shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or issuance of such Letter of CreditLoans; (c) since the date of the most recent financial statements described referenced in Section 6.16.14 hereof, there shall have been no change which has had or could reasonably be expected to have a Material Materially Adverse EffectEffect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 7.07); (d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of any Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies, taken as a whole; (e) the Loans to be made and the use of proceeds thereof, thereof or the issuance of such Letters of Credit to be issued, shall not contravene, violate or conflict with, or involve the Agent Agents or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to any of the BorrowerBorrowers; and (ef) the Agent Revolving Borrowers shall have delivered to the Agents the Borrowing Base Certificate required by Section 7.12 hereof; and (g) The Agents shall have received such other documents (including, without limitation, any necessary Federal Reserve Form U-1 or other similar form required by the Margin Regulations) or legal opinions as the Agent Agents or any Lender may reasonably request, all in form and substance reasonably satisfactory to the AgentAgents. Each request for a Borrowing or issuance of a Letter of Credit and the acceptance by the each Borrower of the proceeds thereof and each Notice of Request for a Letter of Credit shall constitute a representation and warranty by the such Borrower, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 5.01 and 4.2 5.02 have been satisfied.

Conditions to All Loans and Letters of Credit. At the --------------------------------------------- time of the making of all Loans and the issuance of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower Intermet contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or issuance of such Letter of CreditLoans; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.15.14, there shall have been no ------------ change which has had or could reasonably be expected to have a Material Materially Adverse Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 6.07); ------------ (d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Intermet, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; (de) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the BorrowerIntermet; and (ef) the Agent shall have received such other documents docu ments or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by the Borrower Intermet of the proceeds thereof and each Notice request for the issuance of Request for a Letter of Credit shall constitute a representation and warranty by the BorrowerIntermet, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 4.01 and 4.2 4.02 have ------------- ---- been satisfied.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and the issuance of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower Intermet contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans (except that the representation and warranty set forth in Section 7.19 shall not be deemed to relate to any time subsequent to the date of the initial Loans or issuance Letters of such Letter of CreditCredit hereunder); (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.17.14, there shall have been no change which has had or could reasonably be expected to have a Material Materially Adverse EffectEffect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 8.07); (d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Intermet, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; (e) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the BorrowerIntermet; and (ef) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Agent. Each request for a Borrowing and the acceptance by the Borrower Intermet of the proceeds thereof and each Notice request for the issuance of Request for a Letter of Credit shall constitute a representation and warranty by the BorrowerIntermet, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 6.01 and 4.2 6.02 have been satisfied.

Conditions to All Loans and Letters of Credit. At the time of the making of all Loans and the issuance of all Letters any Letter of Credit (before as well as after giving effect to such Loans and or Letters of Credit and to the proposed use of the proceeds thereof), the following conditions shall have been satisfied or shall exist: (a) there shall exist no Default or Event of Default; (b) all representations and warranties by the Borrower Intermet contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans or such issuance of such Letter of Creditdate; (c) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.15.14, there shall have been no change which has had or could reasonably be expected to have a Material Materially Adverse EffectEffect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 6.07); (d) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Intermet, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such business(es) or assets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies; and (e) the Loans to be made and the use of proceeds thereof, thereof or the Letters of Credit to be issued, as the case may be, shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to the Borrower; and (e) the Agent shall have received such other documents or legal opinions as the Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the AgentIntermet. Each request for a Borrowing and the acceptance by the Borrower Intermet of the proceeds thereof and each Notice request for the issuance or extension of Request for a Letter of Credit shall constitute a representation and warranty by the BorrowerIntermet, as of the date of the Loans comprising such Borrowing, Borrowing or the date of the issuance or extension of such Letter of Credit subject to such requestCredit, that the applicable conditions specified in Sections 4.1 4.01 and 4.2 4.02 have been satisfiedsatisfied or waived in writing.