Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in 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 statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (a) Borrower shall have delivered to Lender the Request for Advance in accordance with this Agreement; (b) on the date of such Borrowing Advance, Borrower shall not have more than $3,000,000 in unrestricted cash available to it; (c) the following statements Borrower shall be true have delivered the Financial Statements required pursuant to Section 5.2; (d) the Merger Agreement shall not have been terminated pursuant to Section 7.1(b) thereof and each the termination date of the giving of the applicable Notice of Borrowing Merger Agreement shall have been extended to at least January 4, 2001; and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that (e) on the date of such Advance the following statements shall is to be true): (x) the representations and warranties contained in 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 made and after giving effect to such Borrowing and to Advance, 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 following shall be required to be true and correct: (i) the representations and warranties of Borrower and the other Loan Parties set forth in Section 4 and in the other Credit Documents are true and correct in all material respects as if made on such date (other than any representation or warranty qualified by materiality or Material Adverse Effectexcept for representations and warranties expressly made as of a specified date, which shall be true and correct in all respects) only as of such date), and ; (yii) no event Event of Default has occurred and is continuing, continuing or would will result from such Borrowing or from the application Advance; (iii) all of the proceeds therefrom, Credit Documents are in full force and effect; and (iv) Borrower has performed in all respects all obligations and covenants under the Merger Agreement required to be performed by it as of the date of such Advance. The submission by Borrower to Lender of each Request for Advance shall be deemed to be a representation and warranty by Borrower that would constitute a Default or an Event each of Defaultthe statements set forth above is true and correct as of the date of such notice.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each any Advance on the occasion of any Borrowing (including the initial Advance) as part of a first Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)hereunder) shall be subject to the following further conditions precedent that on the date precedent: (a) Each of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties of Borrower and Guarantor contained in Section 4.01 (Article 3 or in any 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 Margin Loan Document shall be true and correct in all respects) material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that such representations and warranties specifically refer to an earlier date, as though made on and as of such date (it being understood and agreed that any representation or warranty in which expressly refers by its terms to a specified date case they shall be required to be true and 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) only as of such earlier date); (b) Since the date of the last financial statements delivered pursuant to Section 4.01(a)(x) or Section 5.01, and (y) as applicable, with respect to Guarantor, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect with respect to Guarantor; (c) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) Immediately after giving effect to such Borrowing, the LTV Ratio shall not exceed the Initial LTV Ratio; (e) No Default, Event of Default or Share Collateral Trigger Event shall have occurred and is be continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event ; (f) Borrower shall not have provided notice of Defaulttermination of the Commitments; and (g) The Collateral Requirement shall have been satisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of DefaultDefault and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to 364-DAY CREDIT AGREEMENT the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing to be made by it hereunder (other than a Swing Line Advance in which a participation is funded by a Lender pursuant connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to Section 2.16(d)the making of such Borrowing) shall be subject to the further satisfaction of the conditions precedent that set forth in Section 3.01 and on the date of such Borrowing the Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Advance any Borrowing shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following Borrowing such statements shall be are true): (xi) the The representations and warranties of the Borrower contained in Section 4.01 (other than than, with respect to Advances to be made after the Excluded RepresentationClosing Date, (A) and, to the extent applicable, representation and warranty in Section 4.01(e) and (B) the representation and warranty set forth in the Designation Letter penultimate sentence of such Borrower Section 4.01(f)) are true and correct in all material respects (other than any AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT representation or warranty or, if already qualified by materiality or Material Adverse Effectmateriality, 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (yii) no No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute constitutes a Default Default. (b) The Administrative Agent shall have received copies or an Event other evidence of Default.such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender through the Administrative Agent. ARTICLE IV

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default., or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent; and (iii) in the case of the initial Borrowing only, evidence that all applicable waiting periods have expired and that the Acquisition is being consummated substantially in accordance with the terms of the Acquisition Agreement as delivered pursuant to Section 3.01(e). Credit Agreement

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a FIVE YEAR CREDIT AGREEMENT representation and warranty by such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender the Lenders to make each Advance (Advance, including the initial Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) as part the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of a Borrowing Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (other than a Swing Line Advance in which a participation is funded by a Lender a) All of the representations and warranties of the Borrower under this Agreement, which, pursuant to Section 2.16(d)) 4.3 hereof, are made at and as of the time of such Advance, shall be subject true and correct at such time, both before and after giving effect to the further conditions precedent application of the proceeds of the Advance, and the Agent shall have received a certificate (which may be a Request for Advance) to that on effect signed by an Authorized Signatory of the Borrower and dated the date of such Borrowing Advance; (b) The incumbency of the following statements Authorized Signatories shall be true (and each as stated in the certificate of incumbency contained in the certificate of the giving Borrower delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the applicable Notice of Borrowing Agent and the acceptance by Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the relevant Borrower of Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the proceeds making of such Advance Advance, no Borrowing Base Deficiency shall constitute a representation and warranty by such Borrower that exist; (d) There shall not exist on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 therefromthereto, 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default.Default hereunder; and (e) The Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Agent or Lenders may reasonably request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the delivery of any Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder. ARTICLE

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the CREDIT AGREEMENT notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default., or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent. 364-DAY CREDIT AGREEMENT 29 Table of Contents ARTICLE IV

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the senior financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 and Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender ------------------------------------ Monsanto to make each Advance (including any Advances under the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) Loan shall be subject to the further conditions precedent that that, on the date of such Borrowing the following statements shall be true funding date, (i) all representations and each warranties of the giving of the applicable Notice of Borrowing Company and the acceptance by Subsidiaries contained in this Agreement and the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following statements Guaranty shall be true): (x) the representations , correct, accurate and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct complete 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 if made on and as of such date (it being understood and agreed that any representation except (A) to the extent such representations speak as of an earlier date or warranty which expressly refers (B) for changes arising from events permitted by its terms to a the covenants specified date in this Agreement), (ii) all covenants specified in this Agreement shall be required to be true and correct have been complied with in all material respects respects, (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (yiii) no event has shall have occurred and is be continuing, or would result from such Borrowing or from the application of the proceeds therefromAdvance, that would constitute a Default or which constitutes an Event of Default or Potential Default, (iv) there shall not be initiated against the Company or any Subsidiary any action, suit or proceeding at law or in equity or by or before any court or government agency or authority or arbitral tribunal and there shall not have occurred any legal, regulatory or other development or any other circumstances whatsoever which, in the opinion of Monsanto, could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and its Subsidiaries to perform any of their respective obligations hereunder or under the documents contemplated hereby (each of the foregoing being hereafter referred to as a "Material Adverse Effect"); provided, however, that no Material Adverse Effect shall be deemed to have occurred based solely on the outcome of the litigation between the Company and Enzo Biochem, Inc. ("Enzo"), (v) Monsanto shall have received documentation reasonably acceptable to Monsanto, verifying that Tomato Associates has reached certain milestones and achieved certain goals of the Strategy reflected in the request for the Advance, (vi) Monsanto shall have received certificates and evidence reasonably acceptable to Monsanto as to the financial condition of Tomato Associates, and (vii) an Advance request in proper form shall have been submitted or made to Monsanto by the Company. The making of a request by the Company for an Advance hereunder, whether in writing, or by telephone confirmed in writing, or otherwise, shall constitute a certification by the Company that all representations and warranties recited or referred to in this Section 2.02 and Article III hereof are true as of and as if made the date of such request (except as set forth above) and that all required conditions to the making of such Advance have been met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in 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 statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default., or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent. CREDIT AGREEMENT

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of 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): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent a certificate of a senior financial officer of the Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations repre sentations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.16(d)) shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the 364-DAY CREDIT AGREEMENT notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in 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 (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) 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, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.