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 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 shall have received the most recent Borrowing Base Certificate required hereunder; (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 Facility B Loan, the Company shall have delivered to the Agent evidence satisfactory to the Agent that (i) the Company is purchasing Eligible Fixed Assets with such Facility B Loan, (ii) such Facility B Loan does not exceed 50% of the hard cost of any new Eligible Fixed Asset being purchased therewith; (iii) simultaneously with making such Facility B Loan the Company will own such Eligible Fixed Asset and the Agent, for the benefit of itself and the Lenders, shall have a first priority security interest in such Eligible Fixed Asset pursuant to the Security Agreement. The 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 2.6. 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). The schedules referenced in the representations and warranties in this Agreement may be amended from time to time by the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agent.

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 2.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof and in the Security Documents any other Loan 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 most recent Borrowing Base Certificate required hereunder;entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to all 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; andAgent and the Banks shall have negotiated all fees described in Section 2.5(b). (e) In the case of Prior to any Facility B LoanAdvance to any Borrowing Subsidiary, the Company such Borrowing Subsidiary shall have delivered to deliver such corporate or organizational documents and authorizing resolutions and legal opinions as reasonably requested by the Agent evidence satisfactory to and such Borrowing Subsidiary and the Borrowers shall execute all agreements and take such other action reasonably requested by the Agent that (i) the Company is purchasing Eligible Fixed Assets with for such Facility B Loan, (ii) such Facility B Loan does not exceed 50% of the hard cost of any new Eligible Fixed Asset being purchased therewith; (iii) simultaneously with making such Facility B Loan the Company will own such Eligible Fixed Asset and the Agent, for the benefit of itself and the Lenders, shall have Borrowing Subsidiary to become a first priority security interest in such Eligible Fixed Asset pursuant to the Security AgreementBorrowing Subsidiary hereunder. The Company 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 2.62.8. 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). The schedules referenced in the representations and warranties in this Agreement may be amended from time to time by the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agent.

Further Conditions for Disbursement. The obligation of the Lenders to make the Term Loan or any Revolving Credit Advance (including the first Revolving Credit 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 Security Documents shall be true and correct on and as of the date such Advance Term Loan or Revolving Credit Advance, or continuation or conversion, is made (both before and after such Advance Term Loan or Revolving Credit Advance, or continuation or conversion, 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 Term Loan or Revolving Credit Advance, or continuation or conversion, is made (whether before and the making of such Term Loan or after such Advance is made)Revolving Credit Advance, or continuation or conversion, shall not cause an Event of Default or Unmatured Event; (c) The Agent shall have received the most recent Borrowing Base Certificate required hereunder; (d) In addition to all other applicable conditions, in the case of any Letter of Credit Advance, the Company 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 Company; and (ed) In the case As to any Revolving Credit Advances requested as of any Facility B LoanMarch 31, 2002 and thereafter, the Company shall have delivered moved all of its and its Subsidiaries' disbursement accounts to LaSalle, and otherwise established LaSalle as its primary depository bank and provider of cash management services, notwithstanding that the Agent evidence satisfactory to the Agent that Company and its Subsidiaries may maintain (i) account number 574332292 with Firstar Bank, NA for collection of credit card receipts, PROVIDED, that such account is swept daily to a concentration account in the name of the Company is purchasing Eligible Fixed Assets with such Facility B Loanmaintained at LaSalle, (ii) such Facility B Loan does not exceed 50% local depository and disbursement accounts with other financial institutions in Canada, as necessary to the conduct of the hard cost of any new Eligible Fixed Asset being purchased therewith; Company's or its Subsidiaries' business there, and (iii) simultaneously with making such Facility B Loan local depository and disbursement accounts in the United States of America as necessary to pay payroll expenses or otherwise necessary to the conduct of business, in the locations where the Company will own such Eligible Fixed Asset and the Agentor its Subsidiaries are doing business, for the benefit of itself and the LendersPROVIDED, shall have a first priority security interest in such Eligible Fixed Asset pursuant to the Security Agreement. The 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 2.6. For purposes of this Section 2.6 the representations and warranties contained in Section 4.6 hereof shall be deemed made that with respect to both the financial statements referred any local depository accounts not maintained at LaSalle, such accounts are swept (net of amounts necessary to therein pay payroll expenses) daily, where daily electronic wire transfers are available and the most recent financial statements delivered pursuant cost effective, to Section 5.1(d)(iia concentration account maintained at LaSalle, or are swept (net of amounts necessary to pay payroll expenses) and (iii)to such concentration account no less often than three times a week where daily wire transfers are not available or are not cost effective. The schedules referenced in the representations and warranties in this Agreement may be amended from time LaSalle shall use commercially reasonable efforts to time by cooperate with the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agentin complying with this subsection 2.6(c).

Further Conditions for Disbursement. The obligation of the Lenders each Bank to make any Advance Loan (including the its first AdvanceLoan), or any continuation or conversion under Section 2.7 2.8, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV 4 hereof and in the Security Documents any other Loan Document shall be true and correct in all material respects on and as of the date such Advance Loan is made made, continued or converted (both before and after such Advance Loan 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 Loan is made made, continued or converted (whether before or after such Advance Loan is made, continued or converted); (c) The Agent shall have received the most recent Borrowing Base Certificate required hereunder; (d) In the case of any Letter Loan for the purpose of Credit Advancefinancing the Healthdyne Acquisition, each of the following conditions shall be satisfied: (i) copies of all governmental and non-governmental (including without limitation any shareholders) consents, approvals, authorizations, declarations, registrations or filings required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery, performance and consummation of the Healthdyne Acquisition and the Healthdyne Acquisition Documents or the transactions contemplated thereby or as a condition to the legality, validity or enforceability of the Healthdyne Acquisition and the Healthdyne Acquisition Documents, certified as true and correct and in full force and effect by a duly authorized officer of the Company, shall have been delivered to, and be satisfactory to, the Agent, (ii) the Agent shall have completed its review of all Healthdyne Acquisition Documents, which review shall be satisfactory to the Agent, (iii) copies of all other Healthdyne Acquisition Documents, certified as true and correct and in full force and effect by a duly authorized officer of the Company shall have been delivered to the Agent an application for the related Letter of Credit to, 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 Facility B Loanbe satisfactory to, the Company shall have delivered to the Agent evidence satisfactory to the Agent that (i) the Company is purchasing Eligible Fixed Assets with such Facility B Loan, (ii) such Facility B Loan does not exceed 50% of the hard cost of any new Eligible Fixed Asset being purchased therewith; (iii) simultaneously with making such Facility B Loan the Company will own such Eligible Fixed Asset and the Agent, for the benefit of itself and the Lenders, shall have a first priority security interest in such Eligible Fixed Asset pursuant to the Security Agreement. The Company 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 Loan to the effects set forth in clauses (a) and (b) of this Section 2.62.7. 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). The schedules referenced in the representations and warranties in this Agreement may be amended from time to time by the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agent.

Further Conditions for Disbursement. The obligation of the Lenders Lenders, the L/C Issuers or the Administrative Agent, as applicable, 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 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 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 Administrative Agent shall have received the most recent Borrowing Base Certificate required hereunderpursuant 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; (d) In the case of any Letter of Credit Advance, the Company shall have delivered to the Agent L/C Issuer 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 such L/C Issuer appropriately completed and duly executed on behalf of the Company; (e) The fact that there shall have been no material adverse change in the business properties, operations, or financial condition of the Company and its Subsidiaries taken as a whole since December 31, 1997 on or prior to the date such Advance is made, continued or converted; and (ef) In the case of any Facility B Loan, the Company shall have delivered to the Agent evidence satisfactory to the Agent that (i) the The Company is purchasing Eligible Fixed Assets in compliance with such Facility B Loan, (ii) such Facility B Loan does not exceed 50% the covenant contained in Section 4.09 of the hard cost of any new Eligible Fixed Asset being purchased therewith; (iii) simultaneously with making such Facility B Loan the Company will own such Eligible Fixed Asset and the Agent, for the benefit of itself and the Lenders, shall have a first priority security interest in such Eligible Fixed Asset pursuant to the Security AgreementSubordinated Notes Indenture. The Company 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 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). The schedules referenced in the representations and warranties in this Agreement may be amended from time to time by the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agent.

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 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 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 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 most recent Borrowing Base Certificate required hereunderpursuant to Section 5.1(d)(v) as of the close of business on the last day of the month preceding the date such Advance is made; (d) In addition to all other applicable conditions, in the case of any Letter of Credit Advance, the Company 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 Company; and (e) In addition to all other applicable conditions, in the case of any Facility B LoanRevolving Credit Advance using any portion of the Acquisition Amount to consummate an Initial Acquisition, (i) the Company shall have delivered to the Agent deliver evidence satisfactory to the Agent that (i) the Company is purchasing Eligible Fixed Assets will be completing such Initial Acquisition simultaneously with the disbursement of any such Facility B LoanRevolving Credit Advance, (ii) all Initial Acquisition Documents with respect to such Facility B Loan does not exceed 50% of Initial Acquisition shall have been delivered to the hard cost of any new Eligible Fixed Asset being purchased therewith; Agent and be satisfactory to the Agent, (iii) simultaneously such Initial Acquisitions shall have been completed in accordance with making such Facility B Loan the applicable Initial Acquisition Documents and the Company will own shall acquire, free and clear of all Liens (other than Liens permitted by this Agreement), good and marketable title to all assets being acquired pursuant to such Eligible Fixed Asset Initial Acquisition, (iv) such Initial Acquisition shall be completed in accordance with all applicable laws and regulations, and such Initial Acquisition shall not be void or voidable, (v) the Agent shall have completed such due diligence with respect to the Initial Acquisitions as required by the Agent, for (vi) such Revolving Credit Advance shall be used solely to consummate such Initial Acquisition and (vii) the benefit of itself Company shall deliver such customary legal opinions and certificates required in connection with the Lenders, shall have a first priority security interest in such Eligible Fixed Asset pursuant to Initial Acquisitions as reasonably required by the Security AgreementAgent. The 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 2.6. For purposes of this Section 2.6 2.6, the representations and warranties contained in Section 4.6 CREDIT AGREEMENT Page 27 33 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). The schedules referenced in the representations and warranties in this Agreement may be amended from time to time by the Company provided that such amendments reflect transactions permitted by the Agreement or are immaterial, and shall be effective when consented to by the Agent.