Common use of Further Conditions for Disbursement Clause in Contracts

Further Conditions for Disbursement. The obligation of the Lenders to make any Advance (including the first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, and in the other Loan Documents, shall be true and correct on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after such Advance is made); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, the Company shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b). For purposes of this Section 2.6 the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders to make any Advance (including the first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, herein and in the other Loan Documents, Documents shall be true and correct on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after such Advance is made); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, the Company shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b). For purposes of this Section 2.6 the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (dc) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4such Borrower. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii5.1(d)(iii).

Further Conditions for Disbursement. The obligation of the Lenders to make any Advance (including the first Advance), or any continuation or conversion under Section 2.7, ) is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the other Loan Documents, Security Documents shall be true and correct in all material respects on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default or Unmatured Event shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after and the making of such Advance is made)shall not cause an Event of Default or Unmatured Event; (c) The If a Borrowing Base Condition shall exist, the Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and; (d) In addition to all other applicable conditions, in the case of any Letter of Credit Advance, the Company a Borrower shall have delivered to the Agent issuing the related Letter of Credit an application for the related such Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Companysuch Borrower; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, of each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (dc) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4such Borrower. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the requesting of, the making of, and the continuation or conversion under Section 2.7 of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders Banks to make any Advance Loan (including the first AdvanceLoan), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the other Loan Documents, Security Documents shall be true and correct on and as of the date such Advance Loan is made (both before and after such Advance Loan is made) as if such representations and warranties were made on and as of such date; (b) No Event of Default or Event of Default shall exist or shall have occurred and be continuing on the date such Advance Loan is made (whether before or after such Advance Loan is made); (c) The Agent Company shall have received executed and delivered all further documents and taken all further action that the Borrowing Base Certificate if required pursuant Agent may request in order to Section 5.1(d)(v) as perfect the Banks' security interest in the collateral to be purchased with the proceeds of the close of business on the last day of the month next preceding the date such Advance is made; andrequested Loan; (d) In the case of any Letter of Credit AdvanceTerm Loan, the Company shall have delivered the Term Notes to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent each Bank appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Company shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance Loan to the effects effect set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4such Borrower. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii5.1(d)(iii).

Further Conditions for Disbursement. The obligation of the Lenders each Lender to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, at least two Business Days prior to the date such Letter of Credit is to be issued, the Company shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance made to such Borrower to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii5.1(d)(iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Prior to the issuance of the initial Letter of Credit Advance, the Borrowers, the Agent and the Banks shall have received the Borrowing Base Certificate if required pursuant entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; andall parties thereto. (d) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower and the Company; and (e) In Agent and the case of any Acceptance, the Borrowing Subsidiary Banks shall have delivered negotiated all documents and agreements required pursuant to fees described in Section 3.42.5(b). The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b). For purposes of this Section 2.6 the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).forth

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (dc) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; andsuch Borrower. (ed) In the case of any Acceptancea Letter of Credit Advance consisting of a Bank Guarantee, the Borrowing Subsidiary Issuing Bank shall have delivered all documents approved the terms and agreements required pursuant to Section 3.4conditions of such Bank Guarantee is its sole discretion. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the requesting of, the making of, and the continuation or conversion under Section 2.7 of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Companysuch Borrower; and (ed) In the case of any Acceptancea Letter of Credit Advance consisting of a Bank Guarantee, the Borrowing Subsidiary Issuing Bank shall have delivered all documents approved the terms and agreements required pursuant to Section 3.4conditions of such Bank Guarantee in its sole discretion. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the requesting of, the making of, and the continuation or conversion under Section 2.7 of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii), and the representations and warranties contained in Section 4.4 hereof with respect to identifying the Company's Subsidiaries on Schedule 4.4 shall be deemed made as of the last date on which deliveries with respect to the identification of such Subsidiaries were made under Section 5.1(g).

Further Conditions for Disbursement. The obligation of each Lender and of the Lenders Agent to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, at least two Business Days prior to the date such Letter of Credit is to be issued, the Company shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance made to such Borrower to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii5.1(d)(iii).

Further Conditions for Disbursement. The obligation of the Lenders Banks to make any Advance (including the first Advance), or to continue any continuation Eurocurrency Rate Loan or conversion convert any Loan of another type into a Eurocurrency Rate Loan under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (ai) The the representations and warranties contained in Article IV hereof, and in the other Loan DocumentsSupport Documents (including, without limitation, any Environmental Certificate) shall be true and correct on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (bii) No Default or no Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after such Advance is made); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (diii) In in the case of any Letter of Credit Advance, the Company shall have delivered to the Agent Issuing Bank an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent Issuing Bank appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Company shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (ai) and (b)ii) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Lender to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, at least two Business Days prior to the date such Letter of Credit is to be issued, the Company shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Company shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii5.1(d)(iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.72.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date;; and (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Prior to the issuance of the initial Letter of Credit Advance, the Borrowers, the Agent and the Banks shall have received the Borrowing Base Certificate if required pursuant entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; andall parties thereto. (d) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower and the Company; and (e) In Agent and the case of any Acceptance, the Borrowing Subsidiary Banks shall have delivered negotiated all documents and agreements required pursuant to fees described in Section 3.42.5(b). The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.8. For purposes of this Section 2.6 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders to make any Advance (including the first Advance), or any continuation or conversion under Section 2.7, ) is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the other Loan Documents, Security Documents shall be true and correct in all material respects on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default or Unmatured Event shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after and the making of such Advance is made)shall not cause an Event of Default or Unmatured Event; (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and; (d) In addition to all other applicable conditions, in the case of any Letter of Credit Advance, the Company a Borrower shall have delivered to the Agent issuing the related Letter of Credit an application for the related such Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Companysuch Borrower; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, of each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance (including the its first Advance), or any continuation or conversion under Section 2.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the any other Loan Documents, Document shall be true and correct in all material respects on and as of the date such Advance is made made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made made, continued or converted (whether before or after such Advance is made, continued or converted); (c) The Agent shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; and (d) In the case of any Letter of Credit Advance, the Company Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent appropriately completed and duly executed on behalf of the Companysuch Borrower; and (ed) In the case of any Acceptancea Letter of Credit Advance consisting of a Bank Guarantee, the Borrowing Subsidiary Issuing Bank shall have delivered all documents approved the terms and agreements required pursuant to Section 3.4conditions of such Bank Guarantee in its sole discretion. The Borrowers Each Borrower shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the requesting of, the making of, and the continuation or conversion under Section 2.7 of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii), and the representations and warranties contained in Section 4.4 hereof with respect to identifying the Company's Subsidiaries on Schedule 4.4 shall be deemed made as of the last date on which deliveries with respect to the identification of such Subsidiaries were made under Section 5.1(h).

Further Conditions for Disbursement. The obligation of the Lenders to make any Advance (including the first Advance), or any continuation or conversion under Section 2.72.8, and the obligation and/or right of the Administrative Agent to make any Swing Line Loan or issue any Letter of Credit, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, hereof and in the other Loan Documents, Guaranty shall be true and correct on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date;; -27- 105 (b) No Default or Event of Default shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after such Advance is made); (c) The Agent No material adverse change in the business, financial condition, or prospects of the Borrower or any Guarantor shall have received the Borrowing Base Certificate if required pursuant to Section 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is madeoccurred; and (d) In the case of any Letter of Credit Advance, the Company Borrower shall have delivered to the Administrative Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Administrative Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4Borrower. The Borrowers Borrower shall be deemed to have made a representation and warranty to the Lenders at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a), (b) and (b)c) of this Section 2.7. For purposes of this Section 2.6 2.7, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of the Lenders Banks to make any Advance (including the first Advance), or any continuation or conversion under Section 2.7, 2.7 is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof, and in the other Loan Security Documents, shall be true and correct on and as of the date such Advance is made (both before and after such Advance is made) as if such representations and warranties were made on and as of such date; (b) No Default or Event of Default shall exist or shall have occurred and be continuing on the date such Advance is made (whether before or after such Advance is made); (c) The Agent Banks shall have received the Borrowing Base and Overadvance Certificate if required pursuant to Section Sections 5.1(d)(v) as of the close of business on the last day of the month next preceding the date such Advance is made; (d) If an Overadvance Position exists immediately prior to the time such Advance is to be made and such Overadvance Position is not eliminated prior to such Advance, the Banks shall have consented to such Advance in their sole and absolute discretion; and (de) In the case of any Letter of Credit Advance, the Company shall have delivered to the Administrative Agent an application for the related Letter of Credit and other related documentation reasonably requested by and acceptable to the Administrative Agent appropriately completed and duly executed on behalf of the Company; and (e) In the case of any Acceptance, the Borrowing Subsidiary shall have delivered all documents and agreements required pursuant to Section 3.4. The Borrowers Company shall be deemed to have made a representation and warranty to the Lenders Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b)) of this Section 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii) (which representation shall be deemed made as of the date of such financial statements).