Common use of Conditions Precedent to Each Credit Event Clause in Contracts

Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, is subject to the satisfaction of the following conditions precedent: (a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2, and (ii) in the case of the issuance, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5. (b) The representations and warranties of the Borrower contained in Section 6.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.

Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan on the occasion of any Borrowing, of the Swingline Lender to make a Swingline Loan and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, is subject to the satisfaction of the following conditions precedent: (a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.22.2 or a request for a Swingline Loan pursuant to Section 2.4(b), as applicable, and (ii) in the case of the issuance, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5. (b) The representations and warranties of the Borrower contained in Section 6.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, Credit Event is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrower shall have delivered to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5.for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Borrower contained Significant Parties set forth in Section 6.1 of this Agreement Article IV and in the other Loan Credit Documents shall be are true and correct in all material respects (except to the extent that unless any such representation and or warranty is qualified by materiality in the text thereofas to materiality, in which case such representation and warranty shall be true and correct in all respects) as if made on and as of the such date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties expressly made as of a specified date, which shall be true and correct in all respects or all material respects respects, as of such specific date and (ii) at any time after the Closing Dateapplicable, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date.), (cii) At the time of No Default has occurred and immediately after giving effect to is continuing or will result from such extension of credit, no Default or Event of Default Credit Event, (iii) No Material Adverse Change shall have occurred and be continuing, (iv) Subject to the qualifications set forth in Section 4.01(c), all of the Credit Documents are in full force and effect except any which by their terms were to have expired or have been superseded and any which have been voluntarily terminated, and (v) The occurrence of such Credit Event shall not violate any provision of, or result in the breach of any contractual obligation under, the Senior Notes (7 1/2%) Indenture, the Senior Notes (8 7/8%) Indenture and the Convertible Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by an Officer of the Borrower to such effect. Each Borrowing and The submission by the Borrower to the Administrative Agent of each issuanceNotice of Borrowing, amendment, renewal or extension of a each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to constitute be a representation and warranty by the Borrower on that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch notice.

Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, is subject to the satisfaction of the following conditions precedent: (a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2, and (ii) in the case of the issuance, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5. (b) The representations and warranties of the Borrower contained in Section 6.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan on Credit Event (including the occasion of any initial Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, ) is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Revolving Loan Conversion or Notice of Revolving Loan Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) No Default has occurred and is continuing or will result from such Credit Event; (ii) This Agreement, the Security Agreement, the Pledge Agreement and the Guaranty are in full force and effect; (iii) The aggregate principal amount of the Revolving Loans together with the aggregate amount of all Letter of Credit Obligations shall not exceed the Total Commitment; and (iv) With respect to any Credit Event that constitutes (A) the making of such extension of creditany Loan (including a Swing Line Loan), (iB) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2, and (ii) in the case of the issuance, extension or increase issuance of a Letter of CreditCredit or (C) the making of an L/C Credit Extension, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5. (b) The representations and warranties of the Borrower contained Loan Parties set forth in Section 6.1 of this Agreement Article IV and in the other Loan Credit Documents shall be are true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case as if made on such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such specific date and (ii) at any time after date). The submission by the Closing DateBorrower to the Administrative Agent of each Notice of Borrowing, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Application, each Notice of Revolving Loan Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Revolving Loan Interest Period Selection, as applicable to such Credit Event, shall be deemed to constitute be a representation and warranty by the Borrower on that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch notice.

Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan an Advance on the occasion of any Borrowing, and of any each Issuing Bank to issue, extend, modify amend or increase extend any Letter of Credit, is shall be subject to the satisfaction further conditions precedent that on the date of the following conditions precedent: such Borrowing or such issuance, amendment or extension of such Letter of Credit, as applicable: (a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 or a request to issue, amend or extend such Letter of Credit in accordance with Section 2.19, as required by Section 2.2applicable and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit request, as applicable, and (ii) in the case acceptance by the Borrower of the proceeds of such Borrowing or the issuance, amendment or extension or increase of a such Letter of Credit, as applicable, shall constitute a representation and warranty by the applicable Issuing Bank and Borrower that on the Administrative Agent shall have received an Application date of such Borrowing or request therefor issuance, amendment or extension of such Letter of Credit, as required by Section 2.5.applicable, such statements are true): (bi) The the representations and warranties contained in Article V are true and correct in all material respects on and as of the Borrower contained date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, before and after giving effect to such Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that such representations and warranties refer to an earlier date, in Section 6.1 of this Agreement and in the other Loan Documents which case they shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific earlier date and (ii) at any time after except that for the Closing Datepurposes of this Section 3.02, the representations and warranties contained in Sections 6.1(jSection 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.02(c); (ii) no event has occurred and (k)is continuing, or would result from such Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, or from the application of the proceeds therefrom, which are only required to be made on constitutes or with the Closing Date)giving of notice, before and the lapse of time or both, would constitute a Default; and (iii) after giving effect to such extension any Borrowing of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default Advances or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal amendment or extension of a any Letter of Credit, as applicable, and all other Borrowings of Advances and issuances, amendments or extensions of Letters of Credit which have been requested on or prior to such date but which have not been made prior to such date, the aggregate Revolving Credit Exposure of any Bank shall be deemed to constitute a representation and warranty by not exceed the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) Total Commitment of this Sectionsuch Bank.

Conditions Precedent to Each Credit Event. The obligation of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, is subject to the satisfaction of the following conditions precedent: (a) On or prior to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing as required by Section 2.2, and (ii) in the case of the issuance, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5. (b) The representations and warranties of the Borrower Loan Parties contained in Section 6.1 7.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j7.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date. (c) At the time of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower Loan Parties on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan on Credit Event (including the occasion of any initial Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, ) is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrower shall have delivered to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing Borrowing, Letter of Credit Application, Notice of Revolving Loan Conversion or Notice of Interest Period Selection, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5.for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Borrower contained Significant Parties set forth in Section 6.1 Article IV of this Agreement and in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be are true and correct in all material respects as of if made on such specific date and (ii) at any time after the Closing Date, the except for representations and warranties contained in Sections 6.1(j) and (k)expressly made as of a specified date, which are only required to shall be made on the Closing Date), before and after giving effect to such extension of credit as though made on and true in all material respects as of such date.); (cii) At the time of No Default has occurred and immediately after giving effect to is continuing or will result from such extension of credit, no Default or Event of Default Credit Event; (iii) No Material Adverse Change shall have occurred and be continuing; (iv) Subject to the qualifications set forth in Section 4.01(c), all of the Credit Documents are in full force and effect except any which by their terms were to have expired or have been superseded and any which have been voluntarily terminated; and (v) The Loan Parties shall be in Pro Forma Compliance with all Financial Covenants. Each Borrowing and The submission by the Borrower to the Administrative Agent of each issuanceNotice of Borrowing, amendment, renewal or extension of a each Letter of Credit Application, each Notice of Revolving Loan Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to constitute be a representation and warranty by the Borrower on that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch notice.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, Credit Event is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrower shall have delivered to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5.for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Borrower contained Significant Parties set forth in Section 6.1 of this Agreement Article IV and in the other Loan Credit Documents shall be are true and correct in all material respects (except to the extent that unless any such representation and or warranty is qualified by materiality in the text thereofas to materiality, in which case such representation and warranty shall be true and correct in all respects) as if made on and as of the such date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties expressly made as of a specified date, which shall be true and correct in all respects or all material respects respects, as of such specific date and (ii) at any time after the Closing Dateapplicable, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such date.), (cii) At No Default has occurred and is continuing or will result from such Credit Event, and (iii) The occurrence of such Credit Event shall not violate any provision of, or result in the time breach of any contractual obligation under, any Senior Note Indenture and immediately after giving effect the Convertible Notes Indenture and the Administrative Agent, on behalf of the Lenders, shall have received a certificate executed by an Officer of the Borrower to such extension effect. The submission by the Borrower to the Administrative Agent of credit, no Default or Event each Notice of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Application shall be deemed to constitute be a representation and warranty by the Borrower on that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch notice.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan on Credit Event (including the occasion of any Borrowing, initial Borrowing and of any Issuing Bank to issue, extend, modify or increase any the initial Letter of Credit, ) is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior Borrower shall have delivered to the date of the making of such extension of creditAgent (and Issuing Bank, (i) in the case of a an LC Application) the Notice of Borrowing, the Administrative Agent shall have received a Notice of Borrowing Conversion or Notice of Interest Period Selection, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5.for such Credit Event in accordance with this Agreement; (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Borrower contained Parent and its Subsidiaries (including Borrower) set forth in Section 6.1 Paragraph 4.01 and of this Agreement Parent and its Subsidiaries in the other Loan Credit Documents shall be true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such specific date and date); and (ii) at any time after No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (c) On the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required date such Credit Event is to be made on the Closing Date), before occur and after giving effect to such extension Credit Event, all of credit as though made on the Credit Documents are in full force and as effect. The submission by Borrower to Agent of such date. each Notice of Borrowing, each Notice of Conversion (c) At the time other than a notice for a conversion to a Base Rate Loan), each Notice of and immediately after giving effect to such extension of credit, no Default or Event of Default shall have occurred and be continuing. Each Borrowing Interest Period Selection and each issuance, amendment, renewal or extension of a Letter of Credit LC Application shall be deemed to constitute be a representation and warranty by the Borrower on as of the date thereof thereon as to the matters specified in paragraphs (b) and (c) of this Sectionabove.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan Credit Event (including the initial Borrowings occurring on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, Closing Date) is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrower shall have delivered to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing or Letter of Credit Application, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5for such Credit Event in accordance with this Agreement. (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of Holdings, the Borrower contained and the Restricted Subsidiaries set forth in Section 6.1 of this Agreement Article IV and in the other Loan Credit Documents shall be are true and correct in all material respects (respects, except to the extent that any representation such representations and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly specifically relate solely to a specific an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such earlier date.; provided, that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; and (cii) At the time of and immediately after giving effect to such extension of credit, no No Default or Event of Default shall have has occurred and be continuingis continuing or would result from such proposed Borrowing or from the application of the proceeds therefrom. Each The submission by the Borrower to the Administrative Agent of each Notice of Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Application shall be deemed to constitute be a representation and warranty by the Borrower on that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch Notice of Borrowing or Letter of Credit Application.

Conditions Precedent to Each Credit Event. The obligation occurrence of each Bank to make a Loan Credit Event (including the initial Borrowings occurring on the occasion of any Borrowing, and of any Issuing Bank to issue, extend, modify or increase any Letter of Credit, Closing Date) is subject to the satisfaction of the following further conditions precedentthat: (a) On or prior The Borrowers shall have delivered to the date of the making of such extension of credit, (i) in the case of a Borrowing, the Administrative Agent shall have received a and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing or Letter of Credit Application, as required by Section 2.2, and (ii) in the case of the issuancemay be, extension or increase of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received an Application or request therefor as required by Section 2.5for such Credit Event in accordance with this Agreement. (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Borrower contained Loan Parties set forth in Section 6.1 of this Agreement Article IV and in the other Loan Credit Documents shall be are true and correct in all material respects (respects, except to the extent that any representation such representations and warranty is qualified by materiality in the text thereof, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such extension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly specifically relate solely to a specific an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k), which are only required to be made on the Closing Date), before and after giving effect to such extension of credit as though made on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) No Default has occurred and is continuing; and (iii) Since December 31, 2008, there has been no material adverse change in the business, operations, condition (financial or otherwise), assets or liabilities (whether actual or contingent) of the Loan Parties taken as a whole. (c) At The Total Leverage Ratio as of the time of date of, and immediately after giving effect to, such Credit Event shall not exceed the maximum Total Leverage Ratio permitted under Section 5.03(a), it being understood that Total Funded Debt shall be calculated for purposes thereof as of the date of such Credit Event after giving effect thereto and Adjusted EBITDA shall be calculated as of the date of the most recently available financial statements delivered pursuant to such extension Section 5.01(a) or (b), as the case may be. The submission by the Borrowers to the Administrative Agent of credit, no Default or Event each Notice of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Application shall be deemed to constitute be a representation and warranty by the Borrower on Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date thereof as to the matters specified in paragraphs (b) and (c) of this Sectionsuch Notice of Borrowing or Letter of Credit Application.