Common use of Conditions Precedent to Each Revolving Credit Borrowing Clause in Contracts

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit 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 Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit 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 Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection subsections (f), (h)-(l) thereof and (other than clause (iin) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Revolving Credit Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii)(B) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing and the right of the Borrower to request the issuance of a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing or issuance (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing or notice of issuance and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing or issuance such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing or issuance of a Letter of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or issuance of a Letter of Credit or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent Agents shall have received such Revolving Credit Notes other approvals, opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent Agents may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance Advance, or to purchase a Discounted Note, as the case may be, on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower that requested such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Revolving Credit Borrowing such statements are true): (i) The Except in the case of a Refinancing Borrowing, the representations and warranties contained in Section 4.01 (except and, if such Revolving Credit Borrowing shall have been requested by a Designated Subsidiary, the representations set forth and warranties of such Designated Subsidiary contained in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)its Designation Letter) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit 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 Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (biii) In the case of a Revolving Credit Borrowing consisting of Discounted Notes (including, without limitation, a Refinancing Borrowing), the Administrative Agent shall have received the Notice of an appropriately completed and duly executed Master Discounted Note evidencing such Revolving Credit Borrowing and, in Borrowing; and (b) the case of the first Borrowing by a Borrowing Subsidiary, the Administrative Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate other documents, resolutions opinions and legal opinions relating to such Borrowing Subsidiary other information as any Lender, through the Agent Administrative Agent, may reasonably requirerequest. Nothing in this Section 3.03 shall be construed to require any Borrower to satisfy the conditions set forth herein solely upon the Conversion of one or more Borrowings in accordance with the terms of this Agreement.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the applicable Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iif)(i) thereof)) are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iif)(i) thereof)) are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii)(B) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iiB) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and immediately after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and immediately after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. Each Swing Line Borrowing and Extension Date. The obligation of each Lender and the Swing Line Bank to make an Advance (other than a Revolving Credit Competitive Bid Advance on the occasion and other than a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) and each extension of each Revolving Credit Borrowing Commitments pursuant to Section 2.18 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing or the applicable Extension Date the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or request for Commitment Extension and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing or Swing Line Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing or such Extension Date, as the case may be, such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except except, in the representations case of Revolving Credit Borrowings or Swing Line Borrowings, the representation set forth in the last sentence of subsection (e) thereof and thereof) and, in subsection (f) thereof (other than clause (ii) thereof)) the case of any Revolving Credit Borrowing or Swing Line Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing, Swing Line Borrowing or such Extension Date and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing, Swing Line Borrowing or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except except, in the case of Revolving Credit Borrowings, the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iif)(i) thereof)) are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iiB) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and immediately after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No event has occurred , if such Borrower is a Designated Subsidiary, the representations and is continuingwarranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, or would result from before and immediately after giving effect to such Revolving Credit Borrowing or from and to the application of the proceeds therefrom, that constitutes a Default; as though made on and as of such date, and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Revolving Credit Borrowing such statements are true): (ia) The representations and warranties contained in Section 4.01 (except for the representations representation and warranty set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii) thereofof Section 4.01(f)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (iib) No event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The ----------------------------------------------------------- obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) each Guaranty are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent that any such representation or warranty relates to a specific earlier date, ); and (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent Agents shall have received such Revolving Credit Notes other approvals, opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent Agents may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing Revolving Credit Borrowing, such statements are true): (i) The the representations and warranties contained in Section 4.01 4.1 (except except, in the representations case of Revolving Credit Borrowings, the representation set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iij) thereof)) are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iif)(i) thereof)) and, in the case of any Revolving Credit Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the such date (except as such representations and warranties expressly relate to another date, in which case such representations and warranties are correct as of such Revolving Credit Borrowingother date), before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andand Back to Contents (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. EACH SWING LINE BORROWING AND EXTENSION Date. The obligation of each Lender and the Swing Line Bank to make an Advance (other than a Revolving Credit Competitive Bid Advance on the occasion and other than a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) and each extension of each Revolving Credit Borrowing Commitments pursuant to Section 2.18 shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing or the applicable Extension Date the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing or request for Commitment Extension and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing or Swing Line Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing or such Extension Date, as the case may be, such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except except, in the representations case of Revolving Credit Borrowings or Swing Line Borrowings, the representation set forth in the last sentence of subsection (e) thereof and thereof) and, in subsection (f) thereof (other than clause (ii) thereof)) the case of any Revolving Credit Borrowing or Swing Line Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the date of such Revolving Credit Borrowingdate, before and after giving effect to such Revolving Credit Borrowing, Swing Line Borrowing or such Extension Date and to the application of the proceeds therefrom, as though made on and as of such date, and (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing, Swing Line Borrowing or such Extension Date or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred, no Event of Default shall have occurred and be continuing or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom and on the date of such Revolving Credit Borrowing: , if after giving effect to such Borrowing (other than the initial Revolving Credit Borrowing hereunder) there would be an increase in the Aggregate Original Amount of Revolving Credit Advances (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof each Loan Document are true and in subsection (f) thereof (other than clause (ii) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and and (b) the Agent shall have received the Notice of Revolving Credit Borrowing andsuch other approvals, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes opinions or documents as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as any Lender through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date 37 shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii)(B) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true):): 37 (i) The the representations and warranties of the Company contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii)(B) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a any Revolving Credit Advance on the occasion of each Revolving Credit Borrowing (other than any deemed Revolving Credit Borrowing pursuant to Section 2.03(b) or Section 2.06(c)) shall be subject to the conditions precedent that the Effective Date shall have occurred and that: (a) on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable each Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Revolving Credit Borrowing such statements are true): (i) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (ee)(ii) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received such other approvals, opinions or documents as the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as Required Lenders through the Agent may reasonably requirerequest.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (i) The the representations and warranties of the Company contained in Section 4.01 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii)(B) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after givingeffect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrower is a Designated Subsidiary, the representations and warranties of such Borrower contained in its Designation Letter are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (ii) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower requesting such Revolving Credit Borrowing of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andand additionally, if such Revolving Credit Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and (bc) the Agent shall have received the Notice of If such Revolving Credit Borrowing andis in an aggregate principal amount equal to or greater than $500,000,000 and is being made in connection with any purchase of shares of such Borrower's or PM Companies's capital stock or the capital stock of any other Person, in the case or any purchase of all or substantially all of the first Borrowing by assets of any Person (whether in one transaction or a Borrowing Subsidiaryseries of transactions) or any transaction of the type referred to in Section 5.02(b), the Agent statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably requirecompleted.

Conditions Precedent to Each Revolving Credit Borrowing. The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing: (a) Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing and the acceptance by any the Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true): (ia) The the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (ef) thereof and in subsection (f) thereof (other than clause (iih) thereof)) are correct on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (iib) No no event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default; and Default (b) the Agent shall have received the Notice of Revolving Credit Borrowing and, in the case except for breach of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to representations contained in subsection (f) and in subsection (h) of Section 2.13(e4.01), corporate documents, resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.