Common use of Conditions to Each Advance Clause in Contracts

Conditions to Each Advance. The obligations of Lender to make any Advance, including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation and warranties made by Credit Parties in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct, before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance on such date; (d) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances shall not exceed the lesser of the Availability and the Facility Cap; (e) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender Lenders to make any Advance, Advance under the Revolving Facility (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of LenderAgent, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender Agent a Borrowing Certificate for the Advance Advance, in each case with necessary supporting documentation and executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 and in Section 4.1 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation representations and warranties made by Credit Parties Borrower and Guarantors, if any, in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct, accurate in all material respects before and after giving effect to funding or making such Advance; Advance (c) except for those representations and warranties made as of a specific date), and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested Advance on such date; (dc) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of the then applicable Availability and the Facility Cap, in each case in existence as of such Borrowing Date; (ed) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender Agent shall have received all fees, charges and expenses payable to Lender Agent and/or Lenders on or prior to such date pursuant to the Loan Documents; and (e) there shall not have occurred any Material Adverse Change.

Conditions to Each Advance. The obligations of Lender Lenders to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of LenderAgent in its Permitted Discretion, of the following additional conditions precedent: (a) Borrower Borrowers shall have delivered to Lender Agent a Borrowing Certificate or Interim Borrowing Certificate for the Advance executed by an authorized officer of BorrowerBorrowing Agent on behalf of Borrowers, which shall constitute a representation and warranty by Borrower Borrowers as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each Each of the representation representations and warranties made by Credit Parties Borrowers in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correctaccurate in all material respects, before and after giving effect to such Advance, and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to such Advance on such date; (c) Immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of Availability and the Facility Cap; (d) Since the Closing Date, there has been no Material Adverse Change; (e) Agent shall have received all fees, charges and expenses payable to Agent and/or Lenders on or prior to such date pursuant to the Loan Documents; and (f) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility or the funding of the Advance on such date; (d) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances shall not exceed the lesser of the Availability and the Facility Cap; (e) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, satisfaction of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) , as if made on the date of such Advance notwithstanding any provision in Section V hereof limiting representations or warranties to the Closing Date or the date hereof, and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (dc) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of the Availability and the Facility Cap; (ed) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (fe) Lender shall have received all fees, charges and expenses due and payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender to make any Advance, including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) Advance are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower Agent shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of BorrowerBorrower Agent, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionsole discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (d) immediately after giving effect to the requested AdvanceAdvance under the Revolving Facility , the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and the Facility Cap; (e) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender hereunder, Lender shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, all of the following additional conditions precedentshall, in Lenders sole determination, be satisfied: (aA) For each Eligible Contract, Borrower shall have included the Eligible Contract on a List of Contracts delivered to Lender and shall have delivered to Lender the Contract Delivery Documents; except that, if the Contract date is less than one hundred twenty (120) days before the date the Contract is delivered to Lender and a Borrowing Certificate for of Title has not been issued and Borrower has provided Lender with adequate proof that a Certificate of Title has been applied for, then the Advance executed by an authorized officer Certificate of Borrower, which shall constitute a representation and warranty by Borrower as Title must be delivered to Lender within one hundred twenty (120) days of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted DiscretionContract date; (bB) each All of the representation representations and warranties made by Credit Parties of Borrower in or pursuant to this Agreement, or under all of the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct, before correct on and after giving effect to as of the date of such Advance; (c) no Default or Event Advance as though they were made on and as of Default such date and Borrower shall have occurred or performed all of its obligations contained in the Loan Documents required to be continuing or would exist after giving effect to the Advance on performed as of such date; (dC) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances shall not exceed the lesser The making of the Availability and the Facility Capadvance will not constitute an Event of Default or Pre-Default Event; (eD) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender There shall have received all feesbeen no material adverse change in the condition (financial or otherwise), charges and expenses payable to Lender on business, operations, results of operations or prior to such date pursuant to properties of Borrower since the Loan Documents.preceding Advance;

Conditions to Each Advance. The obligations agreement of Lender Lenders to make any Advance requested to be made on any date (including the initial Advance), including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are is subject to the satisfaction, in the sole judgment of Lender, satisfaction of the following additional conditions precedentprecedent as of the date such Advance is made: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as Each of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation representations and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Other Documents or and any related agreements to which are it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection herewithwith this Agreement, the Other Documents or any related agreement shall be true and correct, before correct in all material respects on and after giving effect to as of such Advancedate as if made on and as of such date; (cb) no No Event of Default or Event of Default shall have occurred or and be continuing on such date, or would exist after giving effect to the Advance Advances requested to be made, on such date;; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and (dc) immediately In the case of any type of Advance requested to be made, after giving effect to the requested Advancethereto, the aggregate outstanding principal amount of Advances such type of Advance shall not exceed the lesser maximum amount of such type of Advance permitted under this Agreement. Each request for an Advance by Borrower hereunder shall constitute a representation and warranty by Borrower as of the Availability and date of such Advance that the Facility Cap; (e) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender conditions contained in this subsection shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documentsbeen satisfied.

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, satisfaction of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been ----------- satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) , as if made on the date of such Advance notwithstanding any provision in Section V hereof limiting representations or warranties to the --------- Closing Date or the date hereof, and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (dc) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of the Availability and the Facility Cap; (ed) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (fe) Lender shall have received all fees, charges and expenses due and payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionsole discretion; (b) each of the representation representations and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) , and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (dc) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and or the Facility Cap; (ed) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (fe) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.3 have been satisfied; provided provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionsole discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (d) immediately after giving effect to the any requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and the Facility Cap; (e) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender Lenders to make any Advance, Advance under the Revolving Facility (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject subject, in each case, to the satisfaction, in the sole judgment satisfaction of Lender, each of the following additional conditions precedentfollowing: (a) the Borrower shall have delivered to Lender Agent a Borrowing Certificate for such Advance and a Borrowing Base Certificate setting forth the Advance executed by an authorized officer of Borrower, which shall constitute a representation Borrowing Base and warranty by Borrower the Aggregate Borrowing Availability as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionmost recent month; (b) each of the representation representations and warranties made by each Credit Parties Party in or pursuant to the Loan Documents, except sections 5.4, 5.5(d), 5.7, 5.8, 5.10(c) and (d), 5.11(a), 5.14, 5.16 and 5.20 of the this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct, correct in all respects before and after giving effect the making of such Advance (except to the extent such Advancerepresentations and warranties expressly relate to an earlier date, in which case they shall have been true and correct in all respects as of such earlier date); (c) no Default or Event of Default shall have occurred or be is continuing or would exist after giving effect to result from the requested Advance on such date;the relevant Borrowing Date; and (d) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of the Availability and (i) the Facility Cap; Cap then in effect less the Letter of Credit Usage then in effect; and (eii) at the time Aggregate Borrowing Availability then in effect Each Borrowing Certificate submitted shall constitute a representation and warranty by each Credit Party, as of making the date of each such requested Advancenotice and as of the relevant Borrowing Date, no Material Adverse Change has occurred or is continuing; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to that the Loan Documentsconditions in this Section 4.2 are satisfied.

Conditions to Each Advance. The obligations of Lender to make any Advance, including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) Advance are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionsole discretion; (b) each of the representation representations and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) , and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (dc) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and or the Facility Cap; (ed) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (fe) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender shall have no obligation to make any AdvanceLoans to Borrower unless, including, without limitationimmediately before and after giving effect to any such Loan, the Initial Advance, (or otherwise extend credit hereunder) following statements are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedenttrue and correct: (a) Each of the representations and warranties of Borrower and any Guarantor contained herein and in the other Loan Documents shall be correct in all material respects (except to the extent qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the date of the making of each such Loan, 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 (or if qualified by materiality, in all respects) as of such earlier date; (b) No Event of Default shall have delivered to Lender a Borrowing Certificate occurred and be continuing or would result from the incurrence of such Loan (including any event that would constitute an Event of Default but for the Advance executed requirement that notice be given or lapse of time or both); and (c) No Law prohibits, and no order, judgment or decree of any arbitrator or Governmental Authority enjoins or restrains, Lender from making the requested advance. The acceptance by an authorized officer Borrower of Borrower, which each advance of Loans shall be deemed to constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 3.3, other than those that have been waived in writing by Lender, have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation and warranties made by Credit Parties in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct, before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance on such date; (d) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances shall not exceed the lesser of the Availability and the Facility Cap; (e) at the time of making such requested Advance, no Material Adverse Change has occurred or is continuing; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunderAdvance and any Overadvances) are subject to the satisfaction, in the sole judgment of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretionsole discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correctaccurate, before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (d) immediately after giving effect to the requested AdvanceAdvance under the Revolving Facility, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and the Facility CapCap or, in the case of Overadvances, the Overadvance Limit, as applicable; (e) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would reasonably be likely to have a Material Adverse Change has occurred or is continuingEffect; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.. -- 45 --

Conditions to Each Advance. The obligations of Lender to make any Advance, Advance (including, without limitation, the Initial Advance, (or otherwise extend credit hereunder) are subject to the satisfaction, in the sole judgment Permitted Discretion of Lender, of the following additional conditions precedent: (a) Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 6.2 4.2 have been satisfied; provided however, that any determination as to whether to fund Advances or extensions of credit shall be made by Lender in its Permitted Discretion; (b) each of the representation and warranties made by Credit Parties Borrower in or pursuant to this Agreement, or under the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, Agreement shall be true and correct, accurate before and after giving effect to such Advance; (c) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (d) immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of either the Availability and the Facility Cap; (e) at except as disclosed in the time historical financial statements, there shall be no liabilities or obligations with respect to Borrower of making such requested Advanceany nature whatsoever which, no either individually or in the aggregate, would have a Material Adverse Change has occurred or is continuing; andEffect; (f) Lender shall have received all fees, charges and expenses due and payable to Lender on or prior to such date pursuant to the Loan Documents; and (g) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the Advance under the Revolving Facility or the funding of the Term Loan on such date.