Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender to make an Advance (including any Advance made on the Closing Date) shall be subject to the following conditions precedent: (a) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the representations and warranties contained in Article IV shall be true and correct in all material respects as of the date of such Advance as if made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (c) no event shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by any Lender under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of such Lender: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and, except for those representations which are of a date certain, as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as a Customer has otherwise disclosed to Applicable Lender in writing prior to each request, each request for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by the Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by a Customer to Applicable Lender shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith, are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, thereof would result which constitutes would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.3 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedent: (a) Borrower shall have delivered to Lender a Notice satisfaction of Borrowing in accordance with the requirements of Section 2.01(b)IBM Credit; (bA) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith, are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.3 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make an each Advance (including any the initial Advance) as part of a Borrowing (other than a Swing Line Advance made on the Closing Datein which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that on the date of such Borrowing the following conditions precedent: statements shall be true (a) Borrower shall have delivered to Lender a and each of the giving of the applicable Notice of Borrowing in accordance with and the requirements acceptance by the relevant Borrower of Section 2.01(b); the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be true): (bx) each of the representations and warranties contained in Article IV Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects as of the date of such Advance as if made on such date(other than any representation or warranty qualified by materiality or Material Adverse Effect, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects respects) only as of such earlier date; ), and (cy) no event shall have has occurred and be is continuing, or would result from such Advance Borrowing or from the application of the proceeds therefrom, which constitutes that would constitute a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (A) or 2.3 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists;. (fE) If the advance is a Term B Loan, the Customers shall have obtained the prior written consent of IBM Credit for the acquisition proposed to be financed with the proceeds of the Term B Loan. Except as Customers have otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.4 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by any Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customers that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customers to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make an each Advance (including any the initial Advance) as part of a Borrowing (other than a Swing Line Advance made on the Closing Datein which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that on the date of such Borrowing the following conditions precedent: statements shall be true (a) Borrower shall have delivered to Lender a and each of the giving of the applicable Notice of Borrowing in accordance with and the requirements acceptance by the relevant Borrower of Section 2.01(b); the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be true): (bx) each of the representations and warranties contained in Article IV Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects as of the date of such Advance as if made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects only as of such earlier date; ), and (cy) no event shall have has occurred and be is continuing, or would result from such Advance Borrowing or from the application of the proceeds therefrom, which constitutes that would constitute a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Advance (including provide any Advance made on the Closing Date) shall be is subject to the fulfillment, as determined by the Lender, of the following conditions precedentprecedent on or prior to the making of such Advance: (a) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the representations and warranties of the Borrower contained in Article IV this Agreement and the other Loan Documents shall be true and correct in all material respects respects, before and after giving effect to the proposed Advance, as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cb) no event shall have has occurred and be is continuing, or would result from such proposed Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of DefaultDefault or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (c) before and after giving effect to the proposed Advance and to the application of the proceeds therefrom, the aggregate unpaid principal amount of all Advances outstanding from all Borrowers does not exceed the Commitment; (d) prior to as of the date of the Advance and after giving effect to such the Advance, there is no Excess Amountthe Borrower shall be in compliance with the financial covenant set forth in Section 5.5; (e) prior the Borrower shall have delivered to and after giving effect to such the Lender an executed Notice of Advance, no Margin Deficiency exists;and such Notice of Advance shall constitute the Borrower’s confirmation that each of the conditions precedent to the Advance set forth in this Section 7.2 shall be correct and satisfied as of the date of the Notice of Advance and as of the date of the Advance; and (f) prior to the Borrower is in full and after giving effect to such Advancecomplete compliance with all of the terms, conditions and provisions of this Agreement and the Asset Coverage Ratio shall be at least 300%; (g) the absence of any Loan Documents in all material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effectrespects.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender the Lenders to make an each Advance (including any Advance made on the Closing Date) shall be is subject to the fulfillment of each of the following conditions precedentimmediately prior to or contemporaneously with such Advance: (a) Borrower All of the representations and warranties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall have delivered be true and correct at such time in all material respects, both before and after giving effect to Lender a Notice the application of Borrowing the proceeds of such Advance and after giving effect to any updates to information provided to the Lenders in accordance with the requirements terms of Section 2.01(b)such representations and warranties and no Default shall then exist or be caused thereby; (b) each With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the representations and warranties contained in Article IV Funding Agent shall be true and correct in all material respects as of the date of such Advance as if made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datehave received a duly executed Request for Advance; (c) no event Each of the Co-Administrative Agents and the Lenders shall have occurred and be continuingreceived all such other certificates, reports, statements, opinions of counsel or would result from such Advance other documents as the Co-Administrative Agents or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default;any Lender may reasonably request; and (d) prior to and after giving effect to such Advance, there is There shall have occurred no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, Materially Adverse Effect. The acceptance of the Asset Coverage Ratio proceeds of any Loans which would increase the aggregate dollar amount of the Loans outstanding shall be at least 300%; (g) deemed to be a representation and warranty by the absence of Borrower as to compliance with this Section 3.2 on the date any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effectsuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make an each Advance (including any the initial Advance) as part of a Borrowing (other than a Swing Line Advance made on the Closing Datein which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that on the date of such Borrowing the following conditions precedent: statements shall be true (a) Borrower shall have delivered to Lender a and each of the giving of the applicable Notice of Borrowing in accordance with and the requirements acceptance by the relevant Borrower of Section 2.01(b); the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements shall be true): (bx) each of the representations and warranties contained in Article IV Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects as of the date of such Advance as if made on such date(other than any representation or warranty qualified by materiality or Material Adverse Effect, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects respects) only as of such earlier date; ), and (cy) no event shall have has occurred and be is continuing, or would result from such Advance Borrowing or from the application of the proceeds therefrom, which constitutes that would constitute a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (A) or 2.3 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender RBS to make an Advance (including any Advance made on the Closing Date) shall be is subject to the satisfaction of the following conditions precedentconditions: (a) Borrower RBS shall have delivered to Lender received a Notice of Borrowing in accordance with the requirements of Section 2.01(b)Borrowing; (b) each of the The representations and warranties contained set forth in Article IV III of the Existing Credit Agreement as incorporated herein by reference shall be true and correct in all material respects on and as of the date of such Advance with the same effect as if though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date; provided, however, that no representation as to either (i) the absence of any Material Adverse Change in which case they the financial condition of the Borrower, as provided in the last sentence of Section 3.02 of the Existing Credit Agreement as incorporated herein by reference, or (ii) the absence of any pending or threatened legal or arbitral proceedings, or any proceedings by or before any Governmental Authority, that could have a Material Adverse Effect on the Borrower, as provided in Section 3.03 of the Existing Credit Agreement as incorporated herein by reference, shall be true and correct in all material respects required as of such earlier date;a condition to any Advance following the Effective Date. (c) The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Advance no event Event of Default or Default shall have occurred and be continuing, or would result from . Each Advance shall be deemed to constitute a representation and warranty by the Borrower on the date of such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, as to the knowledge matters specified in paragraphs (b) and (c) of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effectthis Section 3.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any Other Document are true and correct in all material respects on and as of the date of such Advance as if though made on and as of such date, date (except to the extent that such for any representations and or warranties specifically refer to an earlier date, in which case they are made as of any specified date which shall be true and correct in all material respects as of such earlier specified date); (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Borrower has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2(A) or 2.3(D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Borrower of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Borrower and each Loan Party that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Borrower to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement regardless of Lender any communication theretofore given to make an Advance (including any Advance made Customer or its supplier unless, on and as of the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customers have otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2(A)) for an Advance hereunder shall be deemed to be a representation and after giving effect to warranty by Customers that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customers to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation several obligations of Lender the Lenders to make any Advance or to convert an Advance (including any to another Type of Advance made on the Closing Date) shall be are subject to the satisfaction of each of the following conditions precedent:precedent (provided that paragraph (b) below shall not apply to the rollover or conversion of an Advance): (a) Borrower the Agent shall have delivered to Lender received from the Borrower a Notice of Borrowing duly completed Advance Request in accordance with the requirements provisions of Section 2.01(b)this Agreement; (b) each of the representations and warranties contained set forth herein and in Article IV any other Credit Document shall be true and correct in all material respects as (without duplication of the date of such Advance as if made on such dateany materiality thresholds set forth therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (c) no event shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) prior to before and after giving effect to such Advance, there is no Excess Amount;Advance Request; and (ec) prior no Default or Event of Default shall have occurred and be continuing or will result from giving effect to such Advance Request before and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, Advance Request . The submission by the Asset Coverage Ratio Borrower of an Advance Request shall be at least 300%; (g) deemed to constitute a representation and warranty by the absence of any material action, suit, investigation or proceeding pending or, Borrower that the conditions precedent to the knowledge making of Borrower, threatened the Advance requested thereby set forth in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result this Article 7 have been satisfied in a Material Adverse Effectfull.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of Lender the Lenders to make each Advance of the Revolving Loan, including the initial Advance hereunder, other than an Advance (including any Advance made on which does not increase the Closing Date) shall be principal amount outstanding hereunder, is subject to the fulfillment of each of the following conditions precedentimmediately prior to or contemporaneously with such Advance: (a) Borrower The Administrative Agent shall have delivered received a duly executed and completed Request for Advance signed by an Authorized Signatory of the Borrower, which Request for Advance shall indicate that, (i) after giving effect to Lender a Notice the requested Advance, no Default shall then exist, (ii) as of Borrowing in accordance with the requirements date of Section 2.01(b); (b) each of the requested Advance and after giving effect thereto, the representations and warranties contained of the Borrower in Article IV 5.1 hereof shall be true and correct in all material respects respects, except to the extent any representation or warranty is made solely as of the Agreement Date and (iii) as of the date of such the requested Advance as there shall exist no litigation commenced against the Borrower since June 30, 1996 which, if made on such date, except determined adversely to the extent that such representations Borrower, could have a Materially Adverse Effect; (b) There shall have occurred no event which would have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Arranging Agents and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;the Lenders; and (c) no event Each Request for Advance shall have occurred constitute a representation and be continuing, or would result from warranty by the Borrower made as of the time of requesting such Advance or from that the application conditions specified in Section 4.2 have been fulfilled as of the proceeds therefrom, which constitutes a Default or an Event time of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith, are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, thereof would result which constitutes would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.3 (D)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before manner be deemed to satisfy the conditions precedent to each Advance that are set forth in this Section 5.2 unless any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effectsuch condition precedent is waived by IBM Credit.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith, are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, thereof would result which constitutes would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request for an Advance hereunder shall be deemed to be a representation and after giving effect to warranty by Customer that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender CNAI and RBS to make an Advance (including any Advance made on the Closing Date) shall be is subject to the satisfaction of the following conditions precedentconditions: (a) Borrower CNAI and RBS shall have delivered to Lender received a Notice of Borrowing in accordance with the requirements of Section 2.01(b)Borrowing; (b) each of the The representations and warranties contained set forth in Article IV III of the Existing Credit Agreement as incorporated herein by reference shall be true and correct in all material respects on and as of the date of such Advance with the same effect as if though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date; provided, however, that no representation as to either (i) the absence of any Material Adverse Change in which case they the financial condition of the Borrower, as provided in the last sentence of Section 3.02 of the Existing Credit Agreement as incorporated herein by reference, or (ii) the absence of any pending or threatened legal or arbitral proceedings, or any proceedings by or before any Governmental Authority, that could have a Material Adverse Effect on the Borrower, as provided in Section 3.03 of the Existing Credit Agreement as incorporated herein by reference, shall be true and correct in all material respects required as of such earlier date;a condition to any Advance following the Effective Date. (c) The Borrower shall be in compliance with all the terms and provisions set forth herein on its part to be observed or performed, and at the time of and immediately after such Advance no event Event of Default or Default shall have occurred and be continuing, or would result from . Each Advance shall be deemed to constitute a representation and warranty by the Borrower on the date of such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (d) prior to and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to such Advance, no Margin Deficiency exists; (f) prior to and after giving effect to such Advance, the Asset Coverage Ratio shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, as to the knowledge matters specified in paragraphs (b) and (c) of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effectthis Section 3.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any document, instrument or agreement executed in connection herewith are true and correct in all material respects on and as of the date of such Advance as if though made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists;; and (fE) Each Credit Party and each of Customer's other guarantor Subsidiaries are Solvent, and no event has occurred and is continuing that would result in or would constitute an Insolvency. Except as Customer has otherwise disclosed to IBM Credit in writing prior to each request, each request for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Customer or any other Credit Party of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by each of the Credit Parties that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (E) above are true statements. No such disclosures by Customer to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation No Advance will be required to be made or renewed by IBM Credit under this Agreement unless, on and as of Lender to make an Advance (including any Advance made on the Closing Date) date of such Advance, the following statements shall be subject true to the following conditions precedentsatisfaction of IBM Credit: (aA) Borrower shall have delivered to Lender a Notice of Borrowing in accordance with the requirements of Section 2.01(b); (b) each of the The representations and warranties contained in Article IV shall be this Agreement or in any Other Document are true and correct in all material respects on and as of the date of such Advance as if though made on and as of such date, date (except to the extent that such for any representations and or warranties specifically refer to an earlier date, in which case they are made as of any specified date which shall be true and correct in all material respects as of such earlier specified date); (cB) no No event shall have has occurred and be continuing, is continuing or would result from after giving effect to such Advance or from the application of the proceeds therefrom, which constitutes thereof would result in or would constitute a Default or an Event of Default; (dC) prior No event has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect; and (D) Both before and after giving effect to such Advance, there is no Excess Amount; (e) prior to and after giving effect to the making of such Advance, no Margin Deficiency Shortfall Amount exists; (f) . Except as Borrower has otherwise disclosed to IBM Credit in writing prior to each request, each request (or deemed request pursuant to Section 2.2 (A)) for an Advance hereunder and after giving effect the receipt (or deemed receipt) by the Borrower of the proceeds of any Advance hereunder shall be deemed to be a representation and warranty by Borrower and each Loan Party that, as of and on the date of such Advance, the Asset Coverage Ratio statements set forth in (A) through (D) above are true statements. No such disclosures by Borrower to IBM Credit shall be at least 300%; (g) the absence of any material action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority manner be deemed to satisfy the conditions precedent to each Advance that could reasonably be expected to result are set forth in a Material Adverse Effectthis Section 5.2.