Common use of All Credit Extensions Clause in Contracts

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation of each Lender to make honor any Request for Credit Extension shall be (other than a Request for Credit Extension requesting only a conversion of Loans to the other Type, or a continuation of EurodollarSOFR Loans) is subject to satisfaction (or waiver) of the following conditions precedent that, at the time of each such Credit Extensionprecedent: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the The representations and warranties set forth in Sections 4.05, 4.06 Article 5 and 4.18 for all Credit Extensions made after the Closing Date) in each other Loan Document shall be true and correct in all material respects (except that any representation on and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said timethe date of such Credit Extension with the same effect as though made on and as of such date, except to the extent the same such representations and warranties expressly relate to an earlier date with respect to date, in which such representations and warranties case they shall be true and correct in all material respects (except as of such earlier date; provided, that any such representation and warranty that is qualified by materiality “materiality”, “material adverse effect” or similar language shall to the extent so qualified be true and correct in all respectsrespects (after giving effect to such qualification therein) on and as of the date of such Credit Extension with the same effect as though made on and as of such date or such earlier date;, as applicable. (b) no No Default shall have occurred and be continuing exist or would occur as a result from such proposed Credit Extension or from the application of such Credit Extension; andthe proceeds therefrom. (c) in the case of a Borrowing, the The Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together Request for Credit Extension in accordance with any fees called for by Section 2.13 the requirements hereof, . (d) The Collateral and Guarantee Requirement shall have been satisfied in all material respects with respect to each Material Real Property and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable solely to the L/C Issuer together with fees called for by Section 2.13 hereofextent required under clause (b)(iv) of the definition of “Collateral and Guarantee Requirement”,without duplication, each Pension Real Property. Each request Request for a Credit Extension (other than a Request for Credit Extension requesting only a conversion of Loans to the other Type, or a continuation of EurodollarSOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower on that the date of such Credit Extension as to the facts conditions specified in subsections (aSections 4.01(a) and (b) have been satisfied or waived on and as of this Sectionthe date of the applicable Credit Extension.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at At the time of each such Credit Extension: (a) Extension made after the Amendment and Restatement Effective Date under the Revolving Facility hereunder: each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be and remain true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as date; no Default or Event of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; after giving effect to any requested extension of credit, the aggregate principal amount of all Revolving Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; and (ci) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) 2.5 hereof, (ii) in the case of the issuance of any Letter of Credit, Credit the applicable L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereofApplication, and, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the applicable L/C Issuer together with fees called for by Section 2.13 hereofIssuer. Each request for a Borrowing covered under this Section 3.1 and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit Extension covered under this Section 3.1 shall be deemed to be a representation and warranty by the applicable Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and through (b) d), both inclusive, of this SectionSection 3.1.

All Credit Extensions. The obligation On the date of each Lender to make any Borrowing, and on the date of each issuance, amendment, extension or renewal of a Letter of Credit Extension (each such event being called a “Credit Extension”): (a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.17(b). (b) Borrower and each other Loan Party shall be subject in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to the conditions precedent thatbe observed or performed, and, at the time of each and immediately after such Credit Extension:, no Default or Event of Default shall have occurred and be continuing. (ac) each Each of the representations and warranties set forth herein and in the Article III hereof or in any other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) Document shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality as to “materiality” or “Material Adverse Effect” shall to the extent so qualified be true and correct in all respects) on and as of said timethe date of such Credit Extension with the same effect as though made on and as of such date, except to the extent the same such representations and warranties expressly relate to an earlier date with respect to (in which such representations and warranties case shall be have been true and correct in all material respects (except that any representation and warranty those that is are qualified by materiality as to “materiality” or “Material Adverse Effect” shall to the extent so qualified be true and correct in all respects) on and as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof). Each request for a Credit Extension shall be deemed to be constitute a representation and warranty by the Borrower and each other Loan Party on the date of such Credit Extension as to the facts matters specified in subsections paragraphs (ab) and (bc) of this Sectionabove.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections Section 4.05, Section 4.06 and Section 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) (i) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, (ii) in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, and (iii) in the case of an extension or increase in the amount of a Letter of Credit, the L/C Issuer shall have received a written request therefor in a form acceptable to the such L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation If, either before or immediately after giving effect to (i) any borrowing, or (ii) the issuance of each Lender to make any Credit Extension shall be subject to the conditions precedent thatLetter of Credit, at the time of each such Credit Extension: (a) each of the representations and warranties of Borrower or any other Loan Party set forth herein in this Agreement and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be are not true and correct in all material respects with the same effect as if then made (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly stated to relate to an a specific earlier date with respect to date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; ), (b) no any Event of Default or Default shall have then occurred and be continuing continuing, or would occur as a result of such Credit Extension; and (c) in the case Total Debt to EBITDA Ratio (with Total Debt calculated as of a Borrowingthe date of such requested Loan or Letter of Credit after giving effect to the making of such Loan or issuance of such Letter of Credit and EBITDA calculated for the most recently ended 12 month period for which Agent has received financial statements pursuant to Section 6.1.2) exceeds the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 for the most recently ended Computation Period (or, with respect to periods prior to the first test date under Section 7.14.2, the Administrative Agent (Computation Period ending immediately after the date of such requested Loan or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit), then the L/C Issuer obligation of each Lender to make a Loan and of Issuing Lender to issue a Letter of Credit shall have received be suspended (but only if Agent has, or Required Lenders have, directed Lenders or Issuing Lender, as applicable, not to make such requested Loan or issue such requested Letter of Credit). Each request by Borrower for the making of a duly completed Application together with any fees called for by Section 2.13 hereof, and, in Loan or the case of an extension or increase in the amount issuance of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be constitute a representation and warranty by Borrower that the Borrower on conditions precedent set forth in Section 4.2 will be satisfied or waived at the date time of the making of such Loan or the issuance of such Letter of Credit Extension as to the facts specified in subsections (a) and (b) of this Sectiongiving effect thereto.

All Credit Extensions. The obligation of each any Lender to make a Loan and of the Issuing Lender to make any L/C Credit Extension shall be on the occasion of any Credit Extension is subject to the conditions precedent that, at satisfaction of the time of each such Credit Extensionfollowing conditions: (a) each the Closing Date shall have occurred on or prior to October 21, 2005; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of an L/C Credit Extension, receipt by the Issuing Lender and the Administrative Agent of the items required by Section 2.16); (c) immediately before and after such Credit Extension, the Total Outstandings shall not exceed the Total Exposure; (d) immediately before and after such Credit Extension, no Default (including under Section 5.07 or Section 5.12) shall have occurred and be continuing; (e) the representations and warranties set forth herein and of the Loan Parties contained in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that or, with respect to any representation and warranty that which is not qualified by materiality or material adverse effect, shall to the extent so qualified be true and correct in all material respects) on and as of said timethe date of such Credit Extension, except to the extent the same expressly such representations and warranties specifically relate to an earlier date with respect to date, in which case such representations and warranties shall have been true (or, with respect to any such representation and warranty which is not qualified by materiality or material adverse effect, shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) on and as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (cf) in the case of a Borrowing, the Administrative Agent (if no Loans or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall Obligations were outstanding as of the last day of the most recently ended fiscal quarter for which financial statements are required to have received a duly completed Application together been delivered pursuant to Section 5.01, the Company and Corp. would have been in compliance with any fees called for by Section 2.13 hereof, and, in the case of an extension 5.06 had Loans or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereofObligations been outstanding on such date. Each request for a Credit Extension hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts satisfaction of the conditions specified in subsections clauses (ac), (d), (e) and (bf) of this Section.

All Credit Extensions. The obligation of each Lender to make honor any Request for Credit Extension shall be (other than a Request for Credit Extension requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) is subject to satisfaction (or waiver) of the following conditions precedent that, at the time of each such Credit Extensionprecedent: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the The representations and warranties set forth in Sections 4.05, 4.06 Article 5 and 4.18 for all Credit Extensions made after the Closing Date) in each other Loan Document shall be true and correct in all material respects (except that any representation on and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said timethe date of such Credit Extension with the same effect as though made on and as of such date, except to the extent the same such representations and warranties expressly relate to an earlier date with respect to date, in which such representations and warranties case they shall be true and correct in all material respects (except as of such earlier date; provided, that any such representation and warranty that is qualified by materiality “materiality”, “material adverse effect” or similar language shall to the extent so qualified be true and correct in all respectsrespects (after giving effect to such qualification therein) on and as of the date of such Credit Extension with the same effect as though made on and as of such date or such earlier date;, as applicable. (b) no No Default shall have occurred and be continuing exist or would occur as a result from such proposed Credit Extension or from the application of such Credit Extension; andthe proceeds therefrom. (c) in the case of a Borrowing, the The Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together Request for Credit Extension in accordance with any fees called for by Section 2.13 the requirements hereof, . (d) The Collateral and Guarantee Requirement shall have been satisfied in all material respects with respect to each Material Real Property and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable solely to the L/C Issuer together with fees called for by Section 2.13 hereofextent required under clause (b)(iv) of the definition of “Collateral and Guarantee Requirement”, each Pension Real Property. Each request Request for a Credit Extension (other than a Request for Credit Extension requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower on that the date of such Credit Extension as to the facts conditions specified in subsections (aSections 4.01(a) and (b) have been satisfied or waived on and as of this Sectionthe date of the applicable Credit Extension.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be and remain true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and; (c) in the case of a Borrowing, Borrowing the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, Credit the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 2.12 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 2.12 hereof; and (d) in the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower Company on the date of such Credit Extension as to the facts specified in subsections (a) and through (b) c), both inclusive, of this Section.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) (i) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, (ii) in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, and (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be and remain true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than than, for all Credit Extensions made after the Closing Date, the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date4.18) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said timethe date of such Credit Extension, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation of each Lender to make any Credit Extension shall be subject to the conditions precedent that, at the time of each such Credit Extension: (a) each of the representations and warranties set forth herein and in the other Loan Documents (other than the representations and warranties set forth in Sections Section 4.05, Section 4.06 and Section 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of said time, except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (c) (i) in the case of a Borrowing, the Administrative Agent (or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, (ii) in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application together with any fees called for by Section 2.13 hereof, and, and (iii) in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereof. Each request for a Credit Extension shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts specified in subsections (a) and (b) of this Section.

All Credit Extensions. The obligation of each any Lender to make a Loan and of the Issuing Lender to make any L/C Credit Extension shall be on the occasion of any Credit Extension is subject to the conditions precedent that, at satisfaction of the time of each such Credit Extensionfollowing conditions: (a) each the Closing Date shall have occurred on or prior to December 18, 2009; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 (or in the case of an L/C Credit Extension, receipt by the Issuing Lender and the Administrative Agent of the items required by Section 2.16); (c) immediately before and after such Credit Extension, the Total Outstandings shall not exceed the Total Exposure; (d) immediately before and after such Credit Extension, no Default (including under Section 5.07 or Section 5.12) shall have occurred and be continuing; (e) the representations and warranties set forth herein and of the Loan Parties contained in the other Loan Documents (other than the representations and warranties set forth in Sections 4.05, 4.06 and 4.18 for all Credit Extensions made after the Closing Date) shall be true and correct in all material respects (except that or, with respect to any representation and warranty that which is not qualified by materiality or material adverse effect, shall to the extent so qualified be true and correct in all material respects) on and as of said timethe date of such Credit Extension, except to the extent the same expressly such representations and warranties specifically relate to an earlier date with respect to date, in which case such representations and warranties shall have been true (or, with respect to any such representation and warranty which is not qualified by materiality or material adverse effect, shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects) on and as of such earlier date; (b) no Default shall have occurred and be continuing or would occur as a result of such Credit Extension; and (cf) in the case of a Borrowing, the Administrative Agent (if no Loans or the Swing Line Lender) shall have received the notice required by Section 2.04 (or Section 2.11) hereof, in the case of the issuance of any Letter of Credit, the L/C Issuer shall Obligations were outstanding as of the last day of the most recently ended fiscal quarter for which financial statements are required to have received a duly completed Application together been delivered pursuant to Section 5.01, the Borrower and Corp. would have been in compliance with any fees called for by Section 2.13 hereof, and, in the case of an extension 5.06 had Loans or increase in the amount of a Letter of Credit, a written request therefor in a form acceptable to the L/C Issuer together with fees called for by Section 2.13 hereofObligations been outstanding on such date. Each request for a Credit Extension hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Extension as to the facts satisfaction of the conditions specified in subsections clauses (ac), (d), (e) and (bf) of this Section.