Common use of Conditions to All Loans Clause in Contracts

Conditions to All Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied: (a) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all respects as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct as of such earlier date), both before and after giving effect thereto; (c) no Default or Event of Default shall be in existence, both before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

Conditions to All Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied: (a) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all respects as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct as of such earlier date), both before and after giving effect thereto;; and (c) no Default or Event of Default shall be in existence, both before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

Conditions to All Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied: (a) Borrower Representative shall have provided to Agent such information as Agent may require reasonably request in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality provision or qualifier contained therein) as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality provision or qualifier contained therein) as of such earlier date), both before and after giving effect thereto; (c) no Default or Event of Default shall be in existence, both before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate may reasonably request in connection therewith.

Conditions to All Loans. No Lender shall be obligated The obligations of Lenders to fund any Loans, unless make Loans on each Funding Date are subject to the following further conditions are satisfiedprecedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Borrower. B. As of that Funding Date: (ai) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the The representations and warranties set forth in this Agreement contained herein and in the other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date such Loan is same extent as though made (oron and as of that date, except to the extent any such representations or and warranties are expressly made solely as of specifically relate to an earlier date, in which case such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date), both before and after giving effect thereto; (cii) no Default No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing and the application of the proceeds thereof that would constitute an Event of Default shall be in existence, both before and after giving effect theretoor a Potential Event of Default; and (diii) no event No order, judgment or decree of any court, arbitrator or Government Authority shall have occurred purport to enjoin or circumstance shall exist restrain any Lender from making the Loans to be made by it on that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithFunding Date.

Conditions to All Loans. No Lender shall be obligated The obligations of Lenders to fund any Loans, unless make Loans on each Funding Date are subject to the following further conditions are satisfiedprecedent: A. Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Borrower or by any executive officer of Borrower designated by any of the above-described officers on behalf of Borrower in a writing delivered to Administrative Agent. B. As of that Funding Date: (ai) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the The representations and warranties set forth in this Agreement contained herein and in the other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date such Loan is same extent as though made (oron and as of that date, except to the extent any such representations or and warranties are expressly made solely as of specifically relate to an earlier date, in which case such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date), both before and after giving effect thereto; (cii) no Default No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be in existence, both before and after giving effect theretomade by it on that Funding Date; and (div) no event The making of the Loans requested on such Funding Date shall have occurred not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding Regulation X of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on Board of Governors of the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithFederal Reserve System.

Conditions to All Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied: : (a) Borrower Representative shall have provided to Agent such information as Agent may require reasonably request in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; ; (b) each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality provision or qualifier contained therein) as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality provision or qualifier thereto; contained therein) as of such earlier date), both before and after giving effect thereto; (c) effect thereto; and no Default or Event of Default shall be in existence, both before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate may reasonably request in connection therewith.. -32-

Conditions to All Loans. No Lender shall be obligated The obligations of Lenders to fund any Loans, unless make Loans on each Funding Date are subject to the following further conditions are satisfiedprecedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (ai) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the The representations and warranties set forth in this Agreement contained herein and in the other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date such Loan is same extent as though made (oron and as of that date, except to the extent any such representations or and warranties are expressly made solely as of specifically relate to an earlier date, in which case such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date), both before and after giving effect thereto; (cii) no Default No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be in existenceperformed or satisfied by it on or before that Funding Date; (iv) No order, both before and after giving effect theretojudgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date; and (dv) no event Company shall have occurred delivered such other certificates or circumstance shall exist documents that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Administrative Agent shall have received such other informationreasonably request, documents, instruments in form and agreements as it deems appropriate in connection therewithsubstance satisfactory to Administrative Agent.

Conditions to All Loans. No The obligation of each Lender shall be obligated to fund make any LoansLoan hereunder, unless including its initial Loan, is subject to the satisfaction of the following conditions are satisfiedprecedent on the relevant Borrowing Date: (a) Borrower Representative The Administrative Agent shall have provided to Agent such information as Agent may require received a Notice of Borrowing in order to determine the Borrowing Base (including the items set forth in Section 7.15(aaccordance with SECTION 2.2(B), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each Each of the representations and warranties set forth contained in this Agreement ARTICLE IV and in the other Loan Credit Documents shall be true and correct in all material respects on and as of the Closing Date (in the case of the initial Loan made hereunder) and as of any such later Borrowing Date in the case of all subsequent Loans (except those found at SECTIONS 4.18 and 4.19), with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made on such date such Loan is made (or, except to the extent any representations such representation or warranties are warranty is expressly stated to have been made solely as of an earlier a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date), both before and after giving effect thereto;; and (c) no No Default or Event of Default shall have occurred and be in existencecontinuing on such date, both immediately before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably to, the Loans to be expected to have a Material Adverse Effectmade on such date. Each request (or deemed request) by Borrowers for funding giving of a Loan Notice of Borrowing, and the consummation of each Borrowing, shall be deemed to constitute a representation and warranty by each the Borrower that the foregoing conditions statements contained in subsections (b) and (c) above are satisfied on true, both as of the date of such notice or request and on as of the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithrelevant Borrowing Date.

Conditions to All Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied: (a) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except where such representation or warranty is already qualified by Material Adverse Effect, materiality or similar qualifications, in which case such representation or warranty shall be accurate in all respects) as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date), both before and after giving effect thereto; (c) no Default or Event of Default shall be in existence, both before and after giving effect thereto; and (d) no event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

Conditions to All Loans. No Lender shall be obligated The obligations of Lenders to fund any Loans, unless make Loans on each Funding Date are subject to the following further conditions are satisfiedprecedent: A. Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (ai) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the The representations and warranties set forth in this Agreement contained herein and in the other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date such Loan is same extent as though made (oron and as of that date, except to the extent any such representations or and warranties are expressly made solely as of specifically relate to an earlier date, in which case such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date), both before and after giving effect thereto; (cii) no Default No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be in existenceperformed or satisfied by it on or before that Funding Date; (iv) No order, both before and after giving effect theretojudgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date; and (dv) no event Company shall have occurred delivered such other certificates or circumstance shall exist documents that has or could reasonably be expected to have a Material Adverse Effect. Each request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other informationreasonably request, documents, instruments in form and agreements as it deems appropriate in connection therewithsubstance reasonably satisfactory to Agent.

Conditions to All Loans. No Lender shall be obligated The obligation of the Administrative Agent and the Lenders to fund honor any Loans, unless Loan Notice is subject to the following conditions are satisfiedprecedent: (a) Borrower Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after giving effect to such Loans; (b) each of the The representations and warranties set forth in this Agreement of the Borrower and in the each other Loan Documents Party contained in Article V or any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained in such representations and warranties) on and as of the date of such Loan is made (orLoan, except to the extent any that such representations or and warranties are expressly made solely as of specifically refer to an earlier date, such representations and warranties in which case they shall be true and correct as of such earlier date), both before and after giving effect thereto;. (cb) no No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall not have provided to the Borrower written notice that the Administrative Agent has determined, acting reasonably and in good faith, that the acquisition of the business of the Borrower and its Subsidiaries pursuant to the Merger Agreement cannot or will not be in existenceconsummated for any reason, both before and after giving effect thereto; andincluding without limitation regulatory matters or legal bars. (d) no event The Administrative Agent shall have occurred or circumstance shall exist that has or could reasonably be expected to have received a Material Adverse EffectLoan Notice in accordance with the requirements hereof. Each request (or Loan Notice submitted by the Borrower shall be deemed request) by Borrowers for funding of a Loan shall constitute to be a representation by each Borrower and warranty that the foregoing conditions are specified in Sections 4.02(a) through (c) have been satisfied on and as of the date of such request and on the date of such funding or issuance. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithLoan.