Common use of CONDITIONS TO LOANS AND LETTERS OF CREDIT Clause in Contracts

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a Loan, convert a LIBOR Loan or Base Rate Loan or continue a LIBOR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion or continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it; (c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof; (d) Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000) and (iii) a Swing Line Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000); (e) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (f) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (e) and (f) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a LoanRevolving Loans, convert a LIBOR Loan or Base Rate any Revolving Loan or continue a any LIBOR Loan and Loan, or of Agent (or a Fronting Bank) to issue any Letter Letters of Credit or make Swing Loans hereunder is conditioned, in the case of each borrowing, conversion or conversion, continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loansthe making or conversion of any Revolving Loan, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversionconversion with respect to Prime Rate Loans and, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowingcontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such any Revolving Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, funds required of it; (c) with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing; (d) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof; (de) Borrower’s 's request for (i) a Base Prime Rate Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Five Million Dollars ($1,000,0005,000,000), increased by increments of One Million Dollars ($1,000,000) ), and (iii) a Swing Line Loan shall be in an the amount of not less than One Two Hundred Fifty Thousand Dollars ($100,000250,000), increased by increments of Twenty-Five Thousand Dollars ($25,000); (ef) the fact that no Unmatured Event of Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (fg) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loanmaking, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR LoanLoan , or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (ef) and (fg) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a Loan (other than any Credit Sweep Swing Line Loan), convert a LIBOR Loan or Base Rate Loan or continue a LIBOR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion or continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it; (c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof; (d) Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000) and (iii) a Swing Line Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000); (e) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (f) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (e) and (f) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a Loan (other than any Cash Sweep Swing Line Loan), convert a LIBOR Term SOFR Loan or Base Rate Loan or continue a LIBOR Term SOFR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion or continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, with respect to LIBOR Loans (other than Daily LIBOR Term SOFR Loans), by 2:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Simple SOFR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it; (c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C 2.1(c) hereof; (d) Borrower’s request for (i) a Base Rate Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Term SOFR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000) and (iii) a Swing Line Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000); (e) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (f) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Term SOFR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loan, conversion of a LIBOR Term SOFR Loan or Base Rate Loan or continuation of a LIBOR Term SOFR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in clauses (e) and (f) above. Each request for a LIBOR Term SOFR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Term SOFR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a Loan, convert a LIBOR Eurodollar Loan or Base Rate Loan or continue a LIBOR Loan Eurodollar Loan, and of Agent the Fronting Bank to issue any Letter of Credit is Credit, shall be conditioned, in the case of each borrowing, conversion or conversion, continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to LIBOR Loans (other than Daily LIBOR Eurodollar Loans), by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowingcontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it. If Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such Bank, Agent shall have the right, upon prior notice to ASI, to debit any account of ASI or otherwise receive from the appropriate Borrower, on demand, such amount, in the event that such Bank shall fail to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Bank at the Federal Funds Effective Rate in the event that such Bank shall fail to provide its portion of the Loan on the date requested and Agent shall elect to provide such funds; (c) with respect to Alternate Currency Loans or Foreign Borrower Alternate Currency Loans, receipt by Agent of a Notice of Loan by 11:00 A.M. (Cleveland, Ohio time) four Business Days (or, with respect to Eurodollar Loans, three Business Days) prior to the proposed date of borrowing. Agent shall notify each Bank of the date, amount, type of currency and initial Interest Period promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount of the applicable Alternate Currency required of it in immediately available funds; (d) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1C 2.1A hereof; (de) Borrower’s each request for (i) a Base Rate Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of Five Hundred Thousand Dollars ($500,000); and (ii) a Eurodollar Loan, Alternate Currency Loan or Foreign Borrower Alternate Currency Loan shall be in an amount (or, with respect to an Alternate Currency Loan or Foreign Borrower Alternate Currency Loan, the Dollar Equivalent) of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000) and (iii) or, with respect to an Alternate Currency Loan or Foreign Borrower Alternate Currency Loan, such approximately comparable Dollar Equivalent amount as shall result in a Swing Line Loan shall be in an amount rounded number of not less than One Hundred Thousand Dollars ($100,000the applicable Alternate Currency); (ef) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (fg) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall any Borrower request that LIBOR Eurodollar Loans, Alternate Currency Loans or Foreign Borrower Alternate Currency Loans be outstanding for more than ten (10) eight different Interest Periods at any time for such Borrower, and, if Base Rate Loans shall be outstanding, then Eurodollar Loans, Alternate Currency Loans or Foreign Borrower Alternate Currency Loans for such Borrower shall be limited to seven different Interest Periods at any time. Each request by a Borrower for the making of a Loan, conversion of a LIBOR Eurodollar Loan or Base Rate Loan or continuation of a LIBOR Eurodollar Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by such Borrower as of the date of such request as to the facts specified in (ef) and (fg) above. Each request for a LIBOR Eurodollar Loan, Alternate Currency Loan or Foreign Borrower Alternate Currency Loan shall be irrevocable and binding on Borrower Borrowers and the appropriate Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by such Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to such Borrower shall be conclusive and binding for all purposes, absent manifest error. For purposes of this Agreement, each Foreign Borrower hereby (i) authorizes ASI to request Loans on behalf of such Foreign Borrower and to give such notices or furnish such certificates to Agent or any Bank as may be required or permitted by this Agreement for the benefit of and on behalf of such Foreign Borrower, and (ii) authorizes Agent or such Bank to treat such requests, notices, certificates or consents given or made by ASI to have been made, given or furnished by the applicable Foreign Borrower for purposes of this Agreement. Agent and each Bank shall be entitled to rely on each such Notice of Loan or other request, notice, certificate or consent made, given or furnished by ASI pursuant to the provisions of this Agreement or any other Loan Document, as being made or furnished on behalf of, and with the effect of irrevocably binding, the applicable Foreign Borrower.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a LoanRevolving Loans, convert a LIBOR Loan or Base Rate any Revolving Loan or continue a any LIBOR Loan and Loan, or of Agent to issue any Letter Letters of Credit or make Swing Loans hereunder, is conditioned, in the case of each borrowing, conversion or conversion, continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfiedsatisfied on the Closing Date or, with respect to the items set forth in Section 4.2 hereof, within ten (10) Business Days after the Closing Date; (b) with respect to Base Rate Loansthe making or conversion of any Revolving Loan, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversionconversion with respect to Base Rate Loans and, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion borrowing or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowingconversion. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such any Revolving Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, funds required of it; (c) with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing; (d) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof; (de) Borrower’s 's request for (i) a Base Rate Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Five Million Dollars ($1,000,0005,000,000), increased by increments of One Million Dollars ($1,000,000) ), and (iii) a Swing Line Loan shall be in an the amount of not less than One Two Hundred Fifty Thousand Dollars ($100,000250,000), increased by increments of Twenty-Five Thousand Dollars ($25,000); (ef) the fact that no Unmatured Event of Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (fg) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (e) and (f) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks to make a Loan, convert a LIBOR Loan or Base Prime Rate Loan or continue a LIBOR Loan and of Agent (or the Fronting Bank) to issue any Letter of Credit or to make a Swing Loan hereunder is conditioned, in the case of each borrowing, conversion or conversion, continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Prime Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowingcontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it; (c) with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing; (d) with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof; (de) Borrower’s 's request for (i) a Base Prime Rate Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000), (ii) a LIBOR Loan shall be in an amount of not less than One Five Million Dollars ($1,000,0005,000,000), increased by increments of One Million Dollars ($1,000,000) ), and (iii) a Swing Line Loan shall be in an the amount of not less than One Two Hundred Fifty Thousand Dollars ($100,000250,000), increased by increments of Twenty-Five Thousand Dollars ($25,000); (ef) the fact that no Unmatured Event of Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (fg) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that LIBOR Loans be outstanding for more than ten (10) different Interest Periods at any time. Each request by Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Prime Rate Loan or continuation of a LIBOR Loan, or for the issuance of a Letter of Credit hereunder hereunder, shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (ef) and (fg) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error.

CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Banks each Bank to make a Loan, convert a LIBOR Loan or Base Rate Loan or continue a LIBOR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion or conversion, continuation of a Loan or issuance of a Letter of Credit hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to LIBOR Loans (other than Daily LIBOR Loans), by 2:00 P.M. 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation and with respect to Daily LIBOR Loans by 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowingcontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it; (c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1C 2.1A hereof; (d) Borrower’s Borrowers' request for (i) a Base Rate Loan shall be in an amount of not less than One Five Hundred Thousand Dollars ($100,000500,000), increased by increments of Fifty Thousand Dollars ($50,000), ) and (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000) and (iii) a Swing Line Loan shall be in an amount of not less than One Hundred Thousand Dollars ($100,000); (e) the fact that immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit, the aggregate outstanding principal amount of all Loans and Letters of Credit outstanding under this Agreement will not exceed the aggregate amount of the Revolving Credit Commitment; (f) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and (fg) the fact that each of the representations and warranties contained in Article VI VII hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower Borrowers request that LIBOR Loans be outstanding for more than ten eight (108) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to seven (7) different Interest Periods at any time. Each request by Borrower Borrowers for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrower Borrowers as of the date of such request as to the facts specified in (e), (f) and (fg) above. Each request for a LIBOR Loan shall be irrevocable and binding on Borrower Borrowers and Borrower Borrowers shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower Borrowers to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense reasonably incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower Borrowers shall be conclusive and binding for all purposes, absent manifest error. Back-up documentation for such certificate shall be provided to Borrowers upon their reasonable request.