Common use of Further Conditions for Disbursement Clause in Contracts

Further Conditions for Disbursement. The obligation of each Bank to make any Advance (including its first Advance), or any continuation or conversion under Section 2.9, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof and in any other Loan Document shall be true and correct in all material respects on and as of the date such Advance is made, continued or converted (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date; and (b) No Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance is made, continued or converted (whether before or after such Advance is made, continued or converted); (c) Prior to the issuance of the initial Letter of Credit Advance, the Borrowers, the Agent and the Banks shall have entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to all parties thereto. (d) In the case of any Letter of Credit Advance, the Borrower requesting such Letter of Credit Advance shall have delivered to the Agent an application for the related Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower and the Agent and the Banks shall have negotiated all fees described in Section 2.5(b). (e) Prior to any Advance to any Borrowing Subsidiary, such Borrowing Subsidiary shall deliver such corporate or organizational documents and authorizing resolutions and legal opinions as reasonably requested by the Agent and such Borrowing Subsidiary and the Borrowers shall execute all agreements and take such other action reasonably requested by the Agent for such Borrowing Subsidiary to become a Borrowing Subsidiary hereunder. Each Borrower shall be deemed to have made a representation and warranty to the Banks at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b) of this Section 2.8. For purposes of this Section 2.8, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of each Bank the Lenders to make the Term Loan or any Revolving Credit Advance (including its the first Revolving Credit Advance), or any continuation or conversion under Section 2.92.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof and in any other Loan Document the Security Documents shall be true and correct in all material respects on and as of the date such Advance Term Loan or Revolving Credit Advance, or continuation or conversion, is made, continued or converted made (both before and after such Advance Term Loan or Revolving Credit Advance, or continuation or conversion, is made, continued or converted) as if such representations and warranties were made on and as of such date; and; (b) No Event of Default and no Default or Unmatured Event shall exist or shall have occurred and be continuing on the date such Advance Term Loan or Revolving Credit Advance, or continuation or conversion, is mademade and the making of such Term Loan or Revolving Credit Advance, continued or converted (whether before continuation or after such Advance is madeconversion, continued shall not cause an Event of Default or converted)Unmatured Event; (c) Prior to the issuance of the initial Letter of Credit Advance, the Borrowers, the Agent and the Banks shall have entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory In addition to all parties thereto. (d) In other applicable conditions, in the case of any Letter of Credit Advance, the Borrower requesting such Letter of Credit Advance Company shall have delivered to the Agent issuing the related Letter of Credit an application for the related such Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower the Company; and (d) As to any Revolving Credit Advances requested as of March 31, 2002 and thereafter, the Agent and the Banks Company shall have negotiated moved all fees described of its and its Subsidiaries' disbursement accounts to LaSalle, and otherwise established LaSalle as its primary depository bank and provider of cash management services, notwithstanding that the Company and its Subsidiaries may maintain (i) account number 574332292 with Firstar Bank, NA for collection of credit card receipts, PROVIDED, that such account is swept daily to a concentration account in Section 2.5(b). the name of the Company maintained at LaSalle, (eii) Prior to any Advance to any Borrowing Subsidiarylocal depository and disbursement accounts with other financial institutions in Canada, such Borrowing Subsidiary shall deliver such corporate or organizational documents and authorizing resolutions and legal opinions as reasonably requested by the Agent and such Borrowing Subsidiary and the Borrowers shall execute all agreements and take such other action reasonably requested by the Agent for such Borrowing Subsidiary to become a Borrowing Subsidiary hereunder. Each Borrower shall be deemed to have made a representation and warranty necessary to the Banks at the time conduct of the making ofCompany's or its Subsidiaries' business there, and (iii) local depository and disbursement accounts in the continuation United States of America as necessary to pay payroll expenses or conversion of, each Advance otherwise necessary to the effects set forth conduct of business, in clauses (a) and (b) of this Section 2.8. For purposes of this Section 2.8the locations where the Company or its Subsidiaries are doing business, the representations and warranties contained in Section 4.6 hereof shall be deemed made PROVIDED, that with respect to any local depository accounts not maintained at LaSalle, such accounts are swept (net of amounts necessary to pay payroll expenses) daily, where daily electronic wire transfers are available and cost effective, to a concentration account maintained at LaSalle, or are swept (net of amounts necessary to pay payroll expenses) to such concentration account no less often than three times a week where daily wire transfers are not available or are not cost effective. LaSalle shall use commercially reasonable efforts to cooperate with the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iiiCompany in complying with this subsection 2.6(c).

Further Conditions for Disbursement. The obligation of each Bank to make any Advance Loan (including its first AdvanceLoan), or any continuation or conversion under Section 2.92.8, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV 4 hereof and in any other Loan Document shall be true and correct in all material respects on and as of the date such Advance Loan is made, continued or converted (both before and after such Advance Loan is made, continued or converted) as if such representations and warranties were made on and as of such date; and (b) No Event of Default and no Default shall exist or shall have occurred and be continuing on the date such Advance Loan is made, continued or converted (whether before or after such Advance Loan is made, continued or converted); (c) Prior to the issuance of the initial Letter of Credit Advance, the Borrowers, the Agent and the Banks shall have entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to all parties thereto. (d) In the case of any Letter Loan for the purpose of Credit Advancefinancing the Healthdyne Acquisition, each of the following conditions shall be satisfied: (i) copies of all governmental and non-governmental (including without limitation any shareholders) consents, approvals, authorizations, declarations, registrations or filings required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery, performance and consummation of the Healthdyne Acquisition and the Healthdyne Acquisition Documents or the transactions contemplated thereby or as a condition to the legality, validity or enforceability of the Healthdyne Acquisition and the Healthdyne Acquisition Documents, certified as true and correct and in full force and effect by a duly authorized officer of the Company, shall have been delivered to, and be satisfactory to, the Borrower requesting such Letter of Credit Advance Agent, (ii) the Agent shall have delivered completed its review of all Healthdyne Acquisition Documents, which review shall be satisfactory to the Agent an application for Agent, (iii) copies of all other Healthdyne Acquisition Documents, certified as true and correct and in full force and effect by a duly authorized officer of the related Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower and the Agent and the Banks Company shall have negotiated all fees described in Section 2.5(b). (e) Prior to any Advance to any Borrowing Subsidiarybeen delivered to, such Borrowing Subsidiary shall deliver such corporate or organizational documents and authorizing resolutions and legal opinions as reasonably requested by be satisfactory to, the Agent and such Borrowing Subsidiary and the Borrowers shall execute all agreements and take such other action reasonably requested by the Agent for such Borrowing Subsidiary to become a Borrowing Subsidiary hereunderAgent. Each Borrower shall be deemed to have made a representation and warranty to the Banks at the time of the making of, and the continuation or conversion of, each Advance Loan to the effects set forth in clauses (a) and (b) of this Section 2.82.7. For purposes of this Section 2.82.7, the representations and warranties contained in Section 4.6 hereof shall be deemed made with respect to the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).

Further Conditions for Disbursement. The obligation of each Bank the Lenders to make any Advance (including its the first Advance), or any continuation or conversion under Section 2.92.7, is further subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained in Article IV hereof and in any other Loan Document the Security Documents shall be true and correct in all material respects on and as of the date such Advance is made, continued or converted made (both before and after such Advance is made, continued or converted) as if such representations and warranties were made on and as of such date; and; (b) No Event of Default and no Default or Unmatured Event shall exist or shall have occurred and be continuing on the date such Advance is made, continued or converted (whether before or after made and the making of such Advance is made, continued shall not cause an Event of Default or converted)Unmatured Event; (c) Prior The Agent shall have received the Borrowing Base Certificate pursuant to the issuance Section 5.1(d)(v) as of the initial Letter close of Credit Advance, business on the Borrowers, last day of the Agent and month preceding the Banks shall have entered into an agreement containing terms and conditions regarding Letters of Credit, which agreement shall be mutually satisfactory to all parties thereto.date such Advance is made; (d) In addition to all other applicable conditions, in the case of any Letter of Credit Advance, the Borrower requesting such Letter of Credit Advance Company shall have delivered to the Agent issuing the related Letter of Credit an application for the related such Letter of Credit and other related documentation requested by and acceptable to the Agent and the Banks appropriately completed and duly executed on behalf of such Borrower and the Agent and the Banks shall have negotiated all fees described in Section 2.5(b).Company; and (e) Prior In addition to all other applicable conditions, in the case of any Revolving Credit Advance using any portion of the Acquisition Amount to consummate an Initial Acquisition, (i) the Company shall deliver evidence satisfactory to the Agent that the Company will be completing such Initial Acquisition simultaneously with the disbursement of any Borrowing Subsidiarysuch Revolving Credit Advance, (ii) all Initial Acquisition Documents with respect to such Borrowing Subsidiary Initial Acquisition shall have been delivered to the Agent and be satisfactory to the Agent, (iii) such Initial Acquisitions shall have been completed in accordance with the applicable Initial Acquisition Documents and the Company shall acquire, free and clear of all Liens (other than Liens permitted by this Agreement), good and marketable title to all assets being acquired pursuant to such Initial Acquisition, (iv) such Initial Acquisition shall be completed in accordance with all applicable laws and regulations, and such Initial Acquisition shall not be void or voidable, (v) the Agent shall have completed such due diligence with respect to the Initial Acquisitions as required by the Agent, (vi) such Revolving Credit Advance shall be used solely to consummate such Initial Acquisition and (vii) the Company shall deliver such corporate or organizational documents and authorizing resolutions and customary legal opinions and certificates required in connection with the Initial Acquisitions as reasonably requested required by the Agent and such Borrowing Subsidiary and the Borrowers shall execute all agreements and take such other action reasonably requested by the Agent for such Borrowing Subsidiary to become a Borrowing Subsidiary hereunderAgent. Each Borrower The Company shall be deemed to have made a representation and warranty to the Banks Lenders at the time of the making of, and the continuation or conversion of, each Advance to the effects set forth in clauses (a) and (b) of this Section 2.82.6. For purposes of this Section 2.82.6, the representations and warranties contained in Section 4.6 CREDIT AGREEMENT Page 27 33 hereof shall be deemed made with respect to both the financial statements referred to therein and the most recent financial statements delivered pursuant to Section 5.1(d)(ii) and (iii).