Common use of Conditions Precedent to Clause in Contracts

Conditions Precedent to. Each Borrowing, Swing Line -------------------------------------------------- Advance and Issuance. The obligation of each Appropriate Lender to make an -------------------- Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) and the obligation of the Swing Line Bank to make Swing Line Advances, shall be subject to the further conditions precedent that on the date of such Borrowing (including a Swing Line Advance made by the Swing Line Bank), issuance or Swing Line Advance, (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance such statements are true): (i) the representations and warranties contained in each Loan Document are correct on and as of such date, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case as of such specific date; (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default; and (iii) for each Working Capital Advance, Swing Line Advance made by the Swing Line Bank or issuance of any Letter of Credit, the sum of the Loan Values of the Eligible Receivables (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance, respectively; and (b) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Agent may reasonably request.

Conditions Precedent to. Each Borrowing, Swing Line -------------------------------------------------- Advance Borrowing and IssuanceIssuance and any Extension. The obligation of each Appropriate Lender to make an -------------------- Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Revolving Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the Initial Extension of Creditinitial Borrowing), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) and the obligation right of the Borrower to request a Swing Line Bank Borrowing and, if requested by the Borrower, the extension of the Termination Date pursuant to make Swing Line AdvancesSection 2.17, shall be subject to the further conditions precedent that on the date of such Borrowing (including a Swing Line Advance made by the Swing Line Bank), or issuance or Swing Line Advance, extension (a) the following statements shall be true (and each the Administrative Agent shall have received for the account of such Lender or the Issuing Bank a certificate signed by a duly authorized officer of the giving of the applicable Notice of BorrowingBorrower, Notice of Swing Line Borrowing, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on dated the date of such Borrowing or issuance such statements are true):or extension, stating that: (i) the representations and warranties contained in each Loan Document are correct on and as of such date, before and after giving effect to such Borrowing or issuance or extension and to the application of the proceeds therefrom, as though made on and as of such date date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case as of such specific date;issuance or extension; and (ii) no event Default has occurred and is continuing, or would result from such Borrowing or issuance or extension or from the application of the proceeds therefrom, that constitutes a Default; and (iii) for each Working Capital Advance, Swing Line Advance made by the Swing Line Bank or issuance of any Letter of Credit, the sum of the Loan Values of the Eligible Receivables (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance, respectively; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to. Each Borrowing, Swing Line -------------------------------------------------- Advance Borrowing and IssuanceExtension of ------------------------------------------------------- Commitment. The obligation of each Appropriate Lender to make an -------------------- Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b)) Loan on the occasion of each a ---------- Borrowing (including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuanceBorrowing) and the obligation extension of the Swing Line Bank any Lender's Commitment pursuant to make Swing Line Advances, Section 2.17 shall be subject to the further satisfaction of the following conditions precedent that precedent: (a) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing or Competitive Bid Notice of Borrowing, as the case may be, with respect thereto in accordance with Section 2.02 or Section 2.03, as the case may be; and (b) on the date of such Borrowing (including a Swing Line Advance made by the Swing Line Bank), issuance or Swing Line Advance, (a) on such Extension Date the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Competitive Bid Borrowing, Notice of Swing Line Borrowingas applicable, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance Competitive Bid Borrowing, as the case may be, such statements are true): (i) except to the extent provided below, the representations and warranties of the Borrower contained in each Loan Document Article IV are true and correct in all material respects on and as of the date of such dateBorrowing or Competitive Bid Borrowing, as the case may be, or on such Extension Date, before and after giving effect to such Borrowing or issuance Competitive Bid Borrowing, as the case may be, or to the extension of any Lender's Commitment pursuant to Section 2.17 and to the application of the proceeds therefrom, as though made on and as of such date other than date, except to the extent that any such representations representation or warranties that, by their terms, refer warranty expressly relates only to a specific date other than the date of such Borrowing or issuancean earlier date, in which case it was correct as of such specific earlier date; provided that the representations contained in Section 4.04(c) and Section 4.05 need only be true and correct on the Effective Date and on each date of an extension of any Lender's Commitment pursuant to Section 2.17; (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance Competitive Bid Borrowing, as the case may be, or from the application of the proceeds therefrom, that which constitutes a Default or Event of Default; and (iii) for each Working Capital Advanceimmediately after such Borrowing or Competitive Bid Borrowing, Swing Line Advance made by as the Swing Line Bank or issuance of any Letter of Creditcase may be, the sum of the Loan Values of the Eligible Receivables (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate outstanding principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the Loans will not exceed the aggregate Available Amount amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance, respectively; and (b) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Agent may reasonably requestCommitments.

Conditions Precedent to. Each Borrowing, Swing Line -------------------------------------------------- Advance and IssuanceIssuance of Letters of Credit. The obligation of each Appropriate ----------------------------------------- Lender to make an -------------------- Advance (other than a Letter of Credit Advance made by the an Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of the each Issuing Bank to issue a Letter of Credit (including the initial issuance) of a Letter of Credit and the obligation of the Swing Line Bank to make Swing Line Advances, shall be subject to the further conditions precedent that on the date of such Borrowing (including a Swing Line Advance Borrowing made by the Swing Line Bank), ) issuance or Swing Line Advance, Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Borrowing (including a Swing Line BorrowingBorrowing made by the Swing Line Bank), Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance such statements are truetrue and correct): (i) the representations and warranties contained in each Loan Document are true and correct on and as of such date, both before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case case, as of such specific date; (ii) no event has occurred and is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default; and; (iii) for each Acquisition Borrowing, such Borrowing shall be in compliance with the terms set forth in Section 5.02(f)(xi), 5.02(f)(xvi) or 5.02(f)(xvii), as applicable, and, if requested by the Agent or the Required Lenders, the Borrower will provide the Lender Parties with certificates and letters of the type referred to in Section 3.01(k)(xv) after giving effect to the application of proceeds from such Borrowing; and (iv) for each Working Capital Advance, Advance or Swing Line Advance made by the Swing Line Bank or issuance of any Letter of Credit, the sum of the Loan Values of the Eligible Receivables Collateral (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be ---- ---- outstanding plus the aggregate Available Amount of all Letters of Credit ---- then outstanding after giving effect to such Advance or issuance, respectively; and (b) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Agent may reasonably request.

Conditions Precedent to. Each Borrowing, Swing Line -------------------------------------------------- Advance Borrowing and IssuanceIssuance and --------------------------------------------------------------------- Renewal. The obligation of each Appropriate Lender to make an -------------------- Advance (other ------- than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Revolving Credit Lender pursuant to Section 2.03(c2.03(b) and a Swing Line Advance made by a Working Capital Revolving Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the Initial Extension initial Borrowing, but excluding any conversion of CreditAdvances pursuant to Section 2.09 as provided therein), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the obligation right of the Borrower to request a Swing Line Bank to make Swing Line AdvancesBorrowing, shall be subject to the further conditions precedent that on the date of such Borrowing (including a Swing Line Advance made by the Swing Line Bank), or issuance or Swing Line Advance, renewal (a) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or the Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing or issuance or renewal, stating that (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance or renewal such statements are true): (i) the representations and warranties contained in each Loan Document are correct on and as of such date, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date other than except (A) for any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuanceissuance or renewal, in which case as of such specific date;date and (B) if any Required Financial Information has been delivered to the Administrative Agent and the Lender Parties on or prior to the date of such Borrowing or issuance or renewal, that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(g)(i) shall be deemed at any time and from time to time after the Closing Date to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c) (except that in the case of financial statements delivered pursuant to Section 5.03(c), such financial statements may not contain all notes and may be subject to year end audit adjustments), respectively, on or prior to the date of such Borrowing, issuance or renewal; and (ii) no event Default has occurred and is continuing, or would result from such Borrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default; and (iii) for each Working Capital Advance, Swing Line Advance made by the Swing Line Bank or issuance of any Letter of Credit, the sum of the Loan Values of the Eligible Receivables (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuance, respectively; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to. Each BorrowingAll Advances, Swing Line -------------------------------------------------- Advance and IssuanceL/Cs, or L/C Guarantees. The obligation of each Appropriate Lender to make an -------------------- Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) and the obligation of the Swing Line Bank to make Swing Line Advances, following shall be subject to the further conditions precedent that on the date of such Borrowing (including a Swing Line Advance made by the Swing Line Bank)to all advances, issuance L/Cs, or Swing Line Advance, L/C Guarantees hereunder: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing or issuance such statements are true): (i) the representations and warranties contained in each this Agreement and the other Loan Document are Documents shall be true and correct in all respects on and as of the date of such dateadvance, before and after giving effect to such Borrowing L/C, or issuance and to the application of the proceeds therefromL/C Guaranty, as though made on and as of such date other than any (except to the extent that such representations and warranties relate solely to an earlier date); (b) no Event of Default or warranties that, by their terms, refer to a specific date other than event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date of such Borrowing advance, L/C, or issuanceL/C Guaranty, in which case as of such specific datenor shall either result from the making thereof; (iic) no event has occurred and is continuinginjunction, writ, restraining order, or would result from other order of any nature prohibiting, directly or indirectly, the making of such Borrowing advance or the issuance of such L/C or from L/C Guaranty shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; (d) Borrower will have entered into a written contract with the application firm of the proceeds therefromStarshak & Associates to per▇▇▇▇ ▇▇▇ functions, that constitutes through one of its employees or associates, of a Defaultfull time Chief Financial Officer of Borrower on an interim basis, and such individual must be functioning as such interim full time Chief Financial Officer in Borrower's day to day operations until a permanent Chief Financial Officer, acceptable to Foothill in its reasonable discretion, is employed and such designated individual functions as such full time permanent Chief Financial Officer in Borrower's day to day operations; and (iiie) for each Working Capital AdvanceFor Advances subsequent to March 31, Swing Line Advance made by the Swing Line Bank or issuance of any Letter of Credit1996, the sum of the Loan Values of the Eligible Receivables (as determined by the Agent based on the most recent Borrowing Base Certificate delivered to the Lender Parties hereunder) exceeds the aggregate principal amount of Working Capital Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding after giving effect to such Advance or issuanceMcGladrey & Pullen, respectively; and (b) the Agent LLP shall have received perf▇▇▇▇▇ a review, in form, scope and substance satisfactory to Foothill, of Borrower's accounting systems, procedures and processes and the suggestions and corrective measures set forth in the written report to Borrower of such other approvals, opinions review shall have been or documents as any Appropriate Lender Party through the Agent may reasonably requestbe implemented (within a time period deemed acceptable and reasonable by Foothill) by Borrower. .