Common use of Conditions Precedent to all Extensions of Credit Clause in Contracts

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances hereunder at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) the making of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; and (d) in the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances hereunder at any time Advance (or to extend any other credit hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), provided that the representations set forth in which case such representations and warranties Section 5.12 shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date)respects; (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making extending of such Advance credit shall not violate have been issued and remain in force by any requirement Governmental Authority against any Loan Party, Agent, any Lender, or any of law and shall not be enjoined, temporarily, preliminarily or permanentlytheir Affiliates; and (d) no Material Adverse Change shall have occurred since April 30, 2003. Notwithstanding the foregoing, Borrowers shall not be deemed to have made the representations and warranties contained in this Agreement or the case of a Subsequent Advanceother Loan Documents upon Agent's charging any amounts to the Loan Account as Advances pursuant to Section 2.6(d); provided, the Availability that if Borrowers fail to pay to Agent when due amounts owing under Section 2.6(g) and Agent charges Borrowers' Loan Account in accordance with Section 2.6(g), Borrowers shall be $0 deemed to have made the representations and warranties contained in this Agreement and the other Loan Documents as contemplated by clause (after giving effect a) above upon Agent's charging such amounts to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)Loan Account as Advances.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances hereunder any Loan or Advance (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries the Loan Parties contained in this Agreement or in the any other Loan Documents Document or any certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, or any Lender; (d) to the extent permitted by the Bankruptcy Court Orders, Borrower shall have paid all Lender Group Expenses and Fees pursuant to Section 2.11 then payable by Borrower pursuant to this Agreement and the other Loan Documents, unless otherwise waived by Agent and the Lenders; (e) the making of such Advance Loan shall not violate contravene any requirement law, rule or regulation applicable to the Agent or any Lender; (f) Agent shall have received a notice of law and borrowing pursuant to Section 2.3 hereof; (g) no Material Adverse Change shall not be enjoined, temporarily, preliminarily or permanentlyhave occurred since the Filing Date; and (dh) Agent shall have received such other agreements, instruments, approvals, opinions and other documents, each in the case of a Subsequent Advanceform and substance satisfactory to Agent, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)as Agent may reasonably request.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group to make any Advance (or to extend any member thereofother credit hereunder) to make the Advances hereunder at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Advance or other extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);, (b) no Default or Event of Default shall have occurred and be continuing on the date of such Advance or other extension of credit, nor shall either result from the making thereof;, (c) Borrower is not in material breach of any of its representations, warranties, covenants or agreements under the making Merger Agreement on the date of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; andAdvance, (d) in the case no injunction, writ, restraining order, or other order of a Subsequent Advanceany nature prohibiting, directly or indirectly, the Availability extending of such credit shall be $0 have been issued and remain in force by any Governmental Authority against Borrower, Lender, or any of their Affiliates, (after giving effect to e) no Material Adverse Change shall have occurred, (f) Lender shall have received a Collateral Certificate from the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use Borrower, dated as of the proceeds date of the requested Advance), and (g) Borrower shall have performed or complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed or complied with by it as of the date of such Advance.

Conditions Precedent to all Extensions of Credit. The obligation of the theeach Revolving Lender Group (or any member thereof) to make the Advances any Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) receipt by Agent and Revolving Agent (in the case of Revolving Loans) of a Notice of Borrowing; (b) the representations and warranties of Borrower each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bc) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (cd) both at the time of and after the making of such Advance requested Revolving Loans, Available Cash shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanentlyexceed $55,000,000; and (de) in the case of a Subsequent Advance, requested Borrowing will not exceed the Availability shall be $0 on such Funding Date; and (f) (e) no Overadvance exists or will exist after giving effect to the use making of cash and/or the proceeds of DIP such requested Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)Loans.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) each of the representations and warranties of Borrower or each Loan Party and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);; provided, however, that notwithstanding the foregoing, the only representations and warranties relating to the Loan Parties and their Subsidiaries, the accuracy of which shall be a condition to the availability of any Advances hereunder (or to extend any other credit hereunder) on the Closing Date, shall be each of the Acquisition Agreement Representations and the Specified Representations, and (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) the making of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; and (d) in the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); provided, in which case such however, that as of the Closing Date, only the representations and warranties of Parent and its Subsidiaries referred to in clause (i) of the introductory paragraph of Section 4 herein shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as thereof or in the definition of such earlier dateSpecified Representations); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;; and (c) no First Lien Leverage Trigger Period shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; and (d) in the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)thereof.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances any Advance hereunder at (or to extend any time shall be other credit hereunder) is subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions precedentconditions: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty to the extent that already are such representation or warranty is qualified or modified by materiality in the text thereofmateriality) on and as of the date of such extension of credit, credit as though made on and as of such date (except to the extent that such representations and warranties solely relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereofof such extension of credit; (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the making terms of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; andSection 2.6 hereof; (d) in the case proceeds of a Subsequent Advancesuch extension of credit shall have been, the Availability and shall be $0 (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the use other Loan Documents, (ii) finance Investments by Borrower, and (iii) finance general working capital needs and other corporate purposes of cash and/or the proceeds Guarantor and its subsidiaries; and (e) solely in the case of DIP Revolving Loans substantially concurrently the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the use transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of the proceeds such extension of the requested Advance)credit.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances any Advance hereunder at any time (or to extend any other credit hereunder), including the initial Advance, shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the making extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Lender, or any of their respective Affiliates; (d) Lender shall have received a Borrowing Base Certificate which includes a calculation of the Borrowing Base as of the date immediately preceding the date of the requested Advance after giving effect to such Advance; and (e) the amount of such Advance shall not violate any requirement exceed ninety percent (90%) of law and shall the aggregate Net Balance of those Eligible Premium Finance Agreements that were not be enjoined, temporarily, preliminarily or permanently; and (d) included in the case of a Subsequent Advance, calculation necessary to satisfy the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advancecondition precedent set forth in Section 3.1(u)(i).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group to make any Advances hereunder (or to extend any member thereofother credit hereunder) to make the Advances hereunder at any time shall be subject to the following conditions precedent: (a) the representations and warranties of each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) the making there has been no Material Adverse Change; (d) after giving effect to any Advance or other extension of such Advance credit, Availability shall be not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanentlyless than zero; and (de) in the case Borrowers shall have delivered such further documentation (including Borrowing Base Certificates) and assurances as Lender may reasonably require. Any request for an extension of a Subsequent Advance, the Availability credit shall be $0 (after giving effect deemed to be a representation by each Borrower that the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use statements set forth in this Section 4.2 are correct as of the proceeds time of the requested Advance)such request and (ii) if such extension of credit is a request for an Advance or a Letter of Credit, sufficient Availability exists for such Advance or Letter of Credit pursuant to Section 2.1(a) and Section 2.13.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the all Advances hereunder at (or to extend any time other credit hereunder, other than Advances that are deemed to be made pursuant to Section 2.12(b) with respect to any unreimbursed L/C Disbursement for a funded Letter of Credit) shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making extending of such Advance credit shall not violate have been issued and remain in force by any requirement Governmental Authority against any Borrower, Agent, any Lender, or any of law and their Affiliates; (d) except as otherwise set forth in Section 5.11(b), no Material Adverse Change shall not be enjoined, temporarily, preliminarily or permanentlyhave occurred; and (de) Agent shall have a first priority perfected Lien in the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)Collateral except for Permitted Liens.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances any Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) except with respect to the making of any Revolving Loans for the consummation of the Clarient Acquisition on the Clarient Acquisition Date, the representations and warranties of Borrower each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) except with respect to the making of any Revolving Loans for the consummation of the Clarient Acquisition on the Clarient Acquisition Date, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;; and (c) with respect to the making of any Revolving Loans hereunder for consummation of the Clarient Acquisition on the Clarient Acquisition Date, the making of such Advance shall not violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; and (d) in the case of a Subsequent Advance, the Availability Revolving Loans shall be $0 (after giving effect subject to the use fulfillment, to the satisfaction of cash and/or the proceeds Agent and each Lender, of DIP Revolving Loans substantially concurrently with the use each of the proceeds of the requested Advance)conditions precedent set forth on Schedule 3.2.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the all Advances hereunder at (or to extend any time other credit hereunder) shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the making extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; (d) no Material Adverse Change shall have occurred; (e) [Intentionally Omitted] (f) the Warehouse Facility shall be drawn to within $5,000,000 of the maximum availability thereunder, given the practical limitations of, and potential disruptions in the commercial paper market; such $5,000,000 amount shall be calculated at the end of the third Business Day prior to funding such Advance hereunder, provided that this clause (f) shall not violate any requirement apply solely in connection with the issuance of law and shall not be enjoined, temporarily, preliminarily or permanentlya Letter of Credit hereunder; and (dg) Agent shall have a first priority perfected security interest in the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)Collateral except for Senior Claims.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make the Advances hereunder any Advance (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: (a) the representations and warranties of Borrower Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents or other certificate or other writing delivered to the Agent or any Lender pursuant hereto or thereto shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, or any Lender; (d) to the extent permitted by the Bankruptcy Court Orders, Borrowers shall have paid all Lender Group Expenses and Fees pursuant to Section 2.11 then payable by Borrowers pursuant to this Agreement and the other Loan Documents, unless otherwise waived by Agent and the Lenders; (e) the making of such Advance Loan shall not violate contravene any requirement law, rule or regulation applicable to the Agent or any Lender; (f) Agent shall have received a notice of law and shall not be enjoined, temporarily, preliminarily or permanentlyborrowing pursuant to Section 2.3 hereof; and (dg) in no Material Adverse Change shall have occurred since the case of a Subsequent Advance, the Availability shall be $0 (after giving effect to the use of cash and/or the proceeds of DIP Revolving Loans substantially concurrently with the use of the proceeds of the requested Advance)Filing Date.