Common use of Initial and Subsequent Extensions of Credit Clause in Contracts

Initial and Subsequent Extensions of Credit. The obligation of the Banks to make any Loans or otherwise extend credit to the Company upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit) is subject to the further conditions precedent that, (x) both immediately prior to the making of such Loans or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties made by the Company in Section 8 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and complete on and as of the date of the making of such Loans or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) no event or events with respect to the Company or any of its Subsidiaries shall have occurred which alone or in the aggregate could have a Material Adverse Effect; and (iv) the aggregate principal amount of Loans and Letter of Credit Liabilities shall not exceed the Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if the outstanding Loans and Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company will exceed $150,000,000 (as such amount may be reduced by the Net Available Proceeds of each Disposition), the Company shall have delivered a certificate from the Chief Financial Officer, Treasurer or an Assistant Treasurer stating that (A) all of the obligations under the Basic Documents are "

Initial and Subsequent Extensions of Credit. The ------------------------------------------- obligation of the Banks any Bank to make any Loans Loan (including any Money Market Loan and such Bank's initial Syndicated Loan) or otherwise extend any credit to the Company upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension of credit) is subject to the further conditions precedent that, (x) both immediately prior to the making of such Loans Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: thereof (iincluding, without limitation, in the case of the initial Loans hereunder, after giving effect to the Glenmore Acquisition): (a) no Default shall have occurred and be continuing; ; (iib) the representations and warranties made by the Company in Section 8 hereof, and by each Obligor in each of the other Basic Documents to which it such Obligor is a party, shall be true and complete on and as of the date of the making of such Loans Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated Credit Agreement to have been made as of a specific date, as of such specific date); and (iii) no event or events with respect to the Company or any of its Subsidiaries shall have occurred which alone or in the aggregate could have a Material Adverse Effect; and (ivc) the aggregate principal amount of the Revolving Credit Loans and Money Market Loans, together with the aggregate amount of all Letter of Credit Liabilities in respect of Revolving Letters of Credit, shall not exceed the Borrowing Base as determined reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 1.03 7.01(c) hereof and (yin the case of the initial Loan hereunder) if or Section 9.01(f) hereof (in the outstanding Loans and case of any other Loan hereunder). Each notice of borrowing by the Company or request for the issuance of a Letter of Credit Liabilities exceed or, with the extension of credit then being requested hereunder shall constitute a certification by the Company will exceed $150,000,000 to the effect set forth in the preceding sentence (both as of the date of such amount may be reduced by the Net Available Proceeds of each Disposition)notice and, unless the Company shall have delivered a certificate from otherwise notifies the Chief Financial OfficerAdministrative Agent prior to the date of such borrowing or issuance, Treasurer or an Assistant Treasurer stating that (A) all as of the obligations under the Basic Documents are "date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The obligation of ------------------------------------------- the Banks Lenders to make any Loans Loan or otherwise extend any credit to the Company Borrower upon the occasion of each borrowing or other extension of credit (whether by making a Loan or issuing a Letter of Credit) hereunder (including the initial extension of creditborrowing) is subject to the further conditions precedent that, : (xI) both No Default or Event of Default; Representations and --------------------------------------------------- Warranties True; Borrowing Base Not Exceeded. Both immediately prior to the -------------------------------------------- making of such Loans Loan or other extension of credit and also after giving pro --- forma effect thereto and to the intended use thereof: ----- (ia) no Default or Event of Default shall have occurred and be continuing; ; (iib) the representations and warranties made by the Company Obligors in Section 8 hereof8, and by each Obligor in each of the other Basic Credit Documents to which it is a party, shall be true and complete in all material respects on and as of the date of the making of such Loans Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iiic) no event or events with respect to for each Revolving Credit Loan and each Letter of Credit issuance, the Company or any Borrowing Base (as determined upon the most recent Borrowing Base Certificate delivered hereunder) exceeds the sum of its Subsidiaries shall have occurred which alone or in all Revolving Credit Loans then outstanding, plus the aggregate could have a Material Adverse Effect; and (iv) the aggregate ---- principal amount of Swing Loans and then outstanding, plus the aggregate ---- amount of all Letter of Credit Liabilities shall not exceed the Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if the outstanding Loans and Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company will exceed $150,000,000 (as such amount may be reduced by the Net Available Proceeds of each Disposition), the Company shall have delivered a certificate from the Chief Financial Officer, Treasurer or an Assistant Treasurer stating that (A) all of the obligations under the Basic Documents are "outstanding.

Initial and Subsequent Extensions of Credit. The obligation of the Banks Lenders to make any Loans Loan or otherwise extend any credit to the Company Borrower upon the occasion of each borrowing or other extension of credit hereunder (including the initial extension borrowing), and of credit) the Issuing Lender to issue, amend, renew or extend any Letter of Credit, is subject to the further satisfaction of the following conditions precedent that, (x) both immediately prior to the making of such Loans Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: ), each of which shall be satisfactory to the Administrative Agent: (i) no Default shall have occurred and be continuing; (iia) the representations and warranties made by the Company Obligors in Section 8 hereof, and by each Obligor in each of the other Basic Loan Documents to which it is a party, party shall be true and complete on and as of the date of the making of such Loans Loan or other extension of credit with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); ; (iiib) no event or events with respect to the Company or any of its Subsidiaries Default shall have occurred which alone or and be continuing; (c) the Administrative Agent shall have received the notice required pursuant to (i) Section 2.03 in the aggregate could have case of a Material Adverse Effect; Letter of Credit and (ivii) a Notice of Borrowing pursuant to Section 4.05 in the case of a requested Loan; (d) the Administrative Agent shall have received a completed Borrowing Base Certificate signed by a Financial Officer setting forth computations evidencing compliance with the covenants contained in Sections 9.08(f), 9.10 and 9.22 after giving effect to such requested borrowing or issuance, amendment, renewal or extensions of such Letter of Credit (including, without limitation, a certification that, to the best knowledge of such Financial Officer, if the Borrowing Base Value were to be calculated through the date of the requested extension of credit rather than through the last day of the most recently completed month, the aggregate principal amount of the Loans together with the aggregate amount of all Letter of Credit Liabilities would not exceed 50% of the Borrowing Base Value as so calculated); and (e) the aggregate principal amount of the Loans and together with the aggregate amount of all Letter of Credit Liabilities shall not exceed the 50% of Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if Value reflected on the outstanding Loans and Borrowing Base Certificate delivered in connection with such borrowing. Each Notice of Borrowing or request for the issuance, amendment, renewal or extension of a Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company will exceed $150,000,000 (as such amount may be reduced Borrower hereunder shall constitute a certification by the Net Available Proceeds of each DispositionBorrower to the effect set forth in clauses (a), (b) and (e) in the Company shall have delivered a certificate from the Chief Financial Officer, Treasurer or an Assistant Treasurer stating that preceding sentence (A) all both as of the obligations under date of such notice or request and, unless the Basic Documents are "Borrower otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, amendment, renewal or extension, as of the date of such borrowing or issuance).