Common use of Initial and Subsequent Extensions of Credit Clause in Contracts

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, to make any Loan, issue any Letter of Credit or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligations; (b) the representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan, issuance of such Letter of Credit or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (c) the aggregate outstanding principal amount of the Credit Exposure shall not exceed the lesser of (x) the Borrowing Base and (y) the Revolving Loan Line Portions; and (d) following a Conversion to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line Portion. Each Borrowing Request or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The Notwithstanding anything to the contrary in this Credit Agreement, the obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, Bank to make any Loan, issue any Letter of Credit Loan or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit borrowing or other extension of creditCredit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (b) the representations and warranties made by the Company in Section 7 and 8 hereof, and by each Obligor the Company in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (c) the aggregate outstanding principal amount of the Credit Exposure Tier I Credits shall not exceed the lesser of (x) the Tier I Commitment or the Borrowing Base and reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof; (yd) the Revolving Loan Line Portionsaggregate amount of the Tier II Credits shall not exceed the lesser of the Tier II Commitment or the Tier II Borrowing Base reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof; and (de) following a Conversion to Approving the aggregate amount of all the outstanding Credits shall not exceed the amount of the Commitments of all the Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line Portionthen in effect. Each Borrowing Request notice of borrowing or request for the issuance of a Letter of Credit or for the creation and discount of Acceptances by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent Bank prior to the date of such borrowing borrowing, issuance or issuance creation and discount, as of the date of such borrowing borrowing, issuance or issuancecreation and discount).

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, the Banks to make any Loan, issue any Letter of Credit Loans or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit) is subject to the further conditions precedent that, (x) both immediately prior to the making of such Loan, issuance of such Letter of Credit Loans or other extension of credit and also after giving effect thereto and to the intended use thereof: (ai) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (bii) the representations and warranties made by the Company in Section 7 8 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loans or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ciii) no event or events with respect to the Company or any of its Subsidiaries shall have occurred which alone or in the aggregate could have a Material Adverse Effect; and (iv) the aggregate outstanding principal amount of the Loans and Letter of Credit Exposure Liabilities shall not exceed the lesser of (x) the Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if the Revolving Loan Line Portions; outstanding Loans and (d) following a Conversion to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line Portion. Each Borrowing Request or request for the issuance of a Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company hereunder shall constitute a certification will exceed $150,000,000 (as such amount may be reduced by the Net Available Proceeds of each Disposition), the Company to shall have delivered a certificate from the effect set forth in the preceding sentence Chief Financial Officer, Treasurer or an Assistant Treasurer stating that (both as A) all of the date of such notice or request and, unless obligations under the Company otherwise notifies the Agent prior to the date of such borrowing or issuance as of the date of such borrowing or issuance).Basic Documents are "

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, Lender to make any Loan (including such Lender's initial Loan, issue any Letter of Credit ) or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (b) the representations and warranties made by the Company and, with respect to any Subsidiary of the Company established pursuant to Section 9.20, such Subsidiary, in Section 7 8 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (c) the aggregate outstanding principal amount of the Revolving Credit Exposure Loans together with the aggregate amount of all Letter of Credit Liabilities shall not exceed the lesser of (x) the Borrowing Base and (yreflected on the most recent Borrowing Base Certificate delivered pursuant to Section 9.01(f) the Revolving Loan Line Portions; and (d) following a Conversion to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line Portionhereof. Each Borrowing Request notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance issuance, as of the date of such borrowing or issuance).. 24184999

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, Lender to make any Loan (including such Lender's initial Loan, issue any Letter of Credit ) or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (b) the representations and warranties made by the Company in Section 7 8 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (c) the aggregate outstanding principal amount of the Revolving Credit Exposure Loans together with the aggregate amount of all Letter of Credit Liabilities shall not exceed the lesser of (x) the Borrowing Base and (yreflected on the most recent Borrowing Base Certificate delivered pursuant to Section 9.01(c) the Revolving Loan Line Portionshereof; and (d) following no event has occurred that could have a Conversion Material Adverse Effect and no event has occurred and is continuing that could be reasonably expected to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line Portionhave a material adverse effect on the markets or industries in which the Obligors operate. Each Borrowing Request notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The effectiveness of this Agreement and the obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, Bank to make any Loan, issue any Letter of Credit Loan or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit borrowing or other extension of credit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (b) the representations and warranties made by the Company in Section 7 hereof, and by each Obligor the Company in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (c) the aggregate outstanding principal amount of the Loans together with the aggregate amount of all Letter of Credit Exposure Liabilities and Acceptance Liabilities shall not exceed the lesser of (x) the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof and (y) the Revolving Loan Line Portions; and (d) following a Conversion to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line PortionCommitment. Each Borrowing Request notice of borrowing or request for the issuance of a Letter of Credit or for the creation and discount of Acceptances by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent prior to the date of such borrowing borrowing, issuance or issuance creation and discount, as of the date of such borrowing borrowing, issuance or issuancecreation and discount).

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, the Banks to make any Loan, issue any Letter of Credit Loans or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit or other extension of credit) is subject to the further conditions precedent that, (x) both immediately prior to the making of such Loan, issuance of such Letter of Credit Loans or other extension of credit and also after giving effect thereto and to the intended use thereof: (ai) no Default exists shall have occurred and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsbe continuing; (bii) the representations and warranties made by the Company in Section 7 8 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loans or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (ciii) the aggregate outstanding principal amount of the Loans and Letter of Credit Exposure Liabilities shall not exceed the lesser of (x) the Borrowing Base as determined pursuant to Section 1.03 hereof and (y) if the Revolving Loan Line Portions; outstanding Loans and Letter of Credit Liabilities exceed or, with the extension of credit then being requested by the Company will exceed $50,000,000, the Company shall have delivered a certificate from the Chief Financial Officer, Treasurer or an Assistant Treasurer stating that (A) all of the obligations under the Basic Documents are "Senior Debt" (as defined in the Senior Subordinated Debt Documents) for the purposes of the Senior Subordinated Debt Documents and (dB) following a Conversion the obligations under the Basic Documents (including the extension credit to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed be made on the date of such Approving Bank’s Revolving Loan Line Portioncertificate) are permitted to be incurred (as defined in the Senior Subordinated Debt Documents) by the Company and its Subsidiaries under the Senior Subordinated Debt Documents and providing the calculations necessary to support the statement made pursuant to this clause (B). Each Borrowing Request notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Extensions of Credit. The obligation of any Bank, which shall be on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, Bank to make any Loan, issue any Letter of Credit Loan or otherwise extend any credit to the Company upon the occasion of each borrowing, issuance borrowing or other extension of credit hereunder (including the initial Loan, Letter of Credit borrowing or other extension of credit) is subject to the further conditions precedent that, both immediately prior to the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (a) no Default exists and the Required Banks shall not have made a demand for payment of and Cash Collateral (if applicable) for any Loan Obligationsexists; (b) the representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the other Basic Documents to which it is a party, shall be true and correct in all material respects complete on and as of the date of the making of such Loan, issuance of such Letter of Credit Loan or other extension of credit (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (c) the aggregate outstanding principal amount of the Credit Exposure shall not exceed the lesser of (x) the Borrowing Base plus if applicable, with respect to any commercial Letter of Credit to be issued to secure the purchase price of Inventory, 80% of the cost of such Inventory that will be Eligible Inventory Ordered Under L/C once such Letter of Credit is issued that is not already included in the Borrowing Base and (y) the Revolving Loan Line Portions; and (d) following a Conversion to Approving Banks Funding Date, no Approving Bank’s Credit Exposure shall exceed such Approving Bank’s Revolving Loan Line PortionCommitment. Each Borrowing Request or request for the issuance of a Letter of Credit or for the creation and discount of Acceptances by the Company hereunder shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice or request and, unless the Company otherwise notifies the Agent prior to the date of such borrowing borrowing, issuance or issuance creation and discount, as of the date of such borrowing borrowing, issuance or issuancecreation and discount).