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 to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material 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; and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender the Lenders to make each Advance on or after the Agreement Date is subject to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount fulfillment of Advances outstanding each of the following conditions immediately prior to the making of or contemporaneously with such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such BorrowingAdvance: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The all of the representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) under this Agreement and the representation and warranty set forth in the last sentence of other Loan Documents, which, pursuant to Section 4.01(f)) 4.2 hereof, are true and correct in all material respects on made at and as of the date time of such BorrowingAdvance, shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, both before and after giving effect to such Borrowing and to the application of the proceeds therefromof such Advance, as though and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made on and as of such date; and the Agreement Date, and (ii) No event has occurred and is continuing no Default hereunder shall then exist or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default.be caused thereby; (b) The the Administrative Agent shall have received copies or other evidence a duly executed Request for Advance for the Loans; and (c) the incumbency of such other approvals and such other opinions or documents the Authorized Signatories shall be as may be reasonably requested by stated in the applicable certificate of incumbency contained in the certificate of the Borrower delivered to the Administrative Agent prior to or by any Lender through on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative AgentAgent and the Lenders having a Revolving Loan Commitment.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower contained in Section 4.01 (other than than, with respect to Advances to be made after the Closing Date, (A) the representation and warranty in Section 4.01(e) and (B) the representation and warranty set forth in the last penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, 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; and , and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (other than in connection with any including the initial Advance) as part of a Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that (i) on the date of such Borrowing: (a) The 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 any Borrowing such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such Advance the following statements are shall be true): ): (ix) The the representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(eExcluded Representation) and and, to the representation and warranty set forth extent applicable, in the last sentence Designation Letter of Section 4.01(f)) such Borrower are true and correct in all material 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 only as of such date; and ), and (iiy) No no event has occurred and is continuing continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes would constitute a Default or Event of Default. ; and (bii) The 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 shall have received copies or other evidence 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 other approvals Borrowing, before and after giving effect to such other opinions or documents as may be reasonably Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent Agent) a duly completed Form U-1 or by any Lender through Form G-3 satisfactory to the Administrative Agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make an Advance on the occasion of each Advance to be made by it hereunder Borrowing (other than in connection with any Borrowing that would not increase including the aggregate principal amount of Advances outstanding immediately prior to the making of such initial Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material 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; , and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of 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 AgentAgent may reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each an Advance to be made by it hereunder OPCo on the occasion of each Borrowing (other than in connection with any Borrowing that would not increase including the aggregate principal amount of Advances outstanding immediately prior to the making of such initial Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower OPCo of the proceeds of any such Borrowing shall constitute a representation and warranty by the Borrower OPCo that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower OPCo contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material 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; , and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of 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 AgentAgent may reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such Borrowing: (a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower contained in Section 4.01 (other than than, with respect to Advances to be made after the Closing Date, (A) the representation and warranty in Section 4.01(e) and (B) the representation and warranty set forth in the last penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, 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; , and (ii) No event has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Default. (b) The Administrative Agent shall have received copies or other evidence of 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.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender ------------------------------------ the Banks to make each Advance to be made by it hereunder (other than in connection with any Borrowing that after the Agreement Date which, if funded, would not increase the aggregate principal amount of Advances the Loans outstanding hereunder, is subject to the fulfillment of each of the following conditions immediately prior to the making of or contemporaneously with such Borrowing) shall be subject to the satisfaction of the conditions precedent set forth in Section 3.01 and on the date of such BorrowingAdvance: (a) The following statements shall be true (and each All of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) under this Agreement and the representation other Loan Documents (including, without limitation, all representations and warranty set forth in warranties with respect to the last sentence of Restricted Subsidiaries), which, pursuant to Section 4.01(f)) 4.2 hereof, are true and correct in all material respects on made at and as of the date time of such BorrowingAdvance, shall be true and correct at such time in all material respects, both 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; and (ii) No event has occurred Advance, and is continuing after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default or would result from such Borrowing Event of Default shall then exist or from the application of the proceeds therefrom, that constitutes a Default.be caused thereby; (b) The Administrative Agent shall have received copies a duly executed Request for Advance; (c) With respect to any Advance relating to any Acquisition or other evidence the formation of such other approvals and such other opinions or documents as may be reasonably requested by any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or by any Lender through the Administrative Agentformation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (d) No Materially Adverse Effect shall have occurred.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make an Advance on the occasion of each Advance to be made by it hereunder Borrowing (other than in connection with any Borrowing that would not increase including the aggregate principal amount of Advances outstanding immediately prior to the making of such initial Borrowing) shall be subject to the satisfaction of the further conditions precedent set forth in Section 3.01 and that on the date of such Borrowing: (a) a. The Administrative Agent shall have received from the Borrower a notice requesting such Borrowing as required by Section 2.02. b. The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the any proceeds of any a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) i. The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth excluding those contained in the last sentence of Section 4.01(f)subsection (e) and in subsection (f) thereof with respect to each Borrowing requested after the initial Borrowing) are true and correct in all material 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; ii. Such Borrowing is being made in accordance with the terms and conditions of the City Council Authorization; and (ii) iii. No event has occurred and is continuing continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Defaultan Event of Default or would constitute an Event of Default with notice or lapse of time or both. (b) c. The Administrative Agent shall have received copies such other certifications, opinions, financial or other evidence of such other information, approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender may reasonably request through the Administrative Agent.