Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Obligors set forth in Article III of this Agreement (other than Section 3.04, Section 3.05(a)(i) or (b), or Section 3.09) or any other Loan Document, or which are contained in any certificate or notice delivered at any time by any Obligor under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing, or if any such representation or warranty was made as of a specific date, such representation and warranty was true and correct in all material respects on and as of such date.
(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.
(c) The Borrower shall have delivered a Borrowing Request in accordance with Section 2.03.
(d) With respect to any Allocated Existing Indenture Debt to be repaid or redeemed with the proceeds of such Borrowing (other than pursuant to a Special Repayment), the Administrative Agent shall have received evidence reasonably satisfactory to it that the conditions to the tender offers commenced for the repurchase or redemption of such Allocated Existing Indenture Debt shall have been satisfied pursuant to the terms of the Repurchase Documentation, in such form as provided to the Administrative Agent on or before the date of this Agreement (and with such subsequent amendments, modifications or waivers as may be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)), and that all amounts payable to the holders of such Allocated Existing Indenture Debt pursuant to the terms of the Repurchase Documentation have been paid in full or are being paid in full in cash through a direct disbursement of the proceeds of such Borrowing.
(e) With respect to any Borrowing the proceeds of which are being utilized to make a Special Repayment, the Administrative Agent shall have received evidence reasonably satisfactory to it that the Allocated Existing Indenture Debt which is being redeemed or otherwise repaid from such Special Repayment is (x) due and payable, (y) permitted to be prepaid or (z) being irrevocably called for redemption in connection with such Borrowing, and is being paid in cash (i) through a direct disbursement of the proceeds of...
Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Obligors set forth in Article III of this Agreement (other than Section 3.04, Section 3.05(a)(i) or (b), or Section 3.09) or any other Loan Document, or which are contained in any certificate or notice delivered at any time by any Obligor under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing, or if any such representation or warranty was made as of a specific date, such representation and warranty was true and correct in all material respects on and as of such date.
(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.
(c) The Borrower shall have delivered a Borrowing Request in accordance with Section 2.03. Each Borrowing Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Borrowing Request and the date of the Borrowing requested thereunder as to the matters specified in paragraphs (a) and (b) of this Section.
Each Borrowing. The funding by the Lenders of each Borrowing (including the Borrowing to be requested on the Closing Date) is additionally subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing);
(b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);
(c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;
(d) on the date of the funding of such Borrowing (and after giving pro forma effect thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent;
(e) [reserved];
(f) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Amortization Date (without giving effect to the proviso in the definition thereof);
(g) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and
(h) on or prior to the date of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the...
Each Borrowing. The obligation of the Lender to make a Loan on the occasion of any Borrowing (including on the occasion of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions: it being understood that the conditions are included for the exclusive benefit of the Lender and may be waived in writing in whole or in part by the Lender at any time:
(a) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date;
(b) at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing; and
(c) the Lender shall have received a Borrowing Request in the manner and within the time period required by Section 2.3.
Each Borrowing. The Lender shall not be required to make any Borrowing unless on the applicable Borrowing Date:
(a) There exists no Default or Event of Default, nor would a Default or Event of Default result from such Borrowing.
(b) The representations and warranties in Article V are (i) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (ii) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date.
(c) The Lender shall have received a Borrowing Notice in accordance with the requirements hereof. Each Borrowing Notice constitutes a representation and warranty by the Borrower that the conditions in Section 4.2(a) and (b) have been satisfied.
Each Borrowing. The obligation of each Lender to make Loans, and of the Issuing Banks to issue, increase or extend Letters of Credit, as part of each Credit Event that increases any Revolving Credit Exposure or the Competitive Loan Exposure of any Lender is subject to the satisfaction or waiver of the following conditions (which conditions, insofar as they apply to any Competitive Loan, may be waived by the Lender that is to make such Competitive Loan):
(a) The representations and warranties of the Credit Parties set forth in Article III (other than those set forth in Sections 3.05, 3.06 and 3.12, but solely as such Section 3.12 relates to the EC Matter) shall be true and correct in all material respects on and as of the date of such Credit Event (except to the extent such representations and warranties by their terms relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).
(b) At the time of and immediately after giving effect to such Credit Event, no Default shall have occurred and be continuing.
(c) With respect to any Credit Event following any Liquidity Determination Date, the Company shall have delivered the certificate required under Section 5.05(h) demonstrating compliance with the requirements of Section 6.07. Each Credit Event that increases any Revolving Credit Exposure or the Competitive Loan Exposure of any Lender shall be deemed to constitute a representation and warranty by the Company and each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.
Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Borrower set forth in this Agreement (with the exception, in the case of a Borrowing subsequent to the Effective Date, of the representations and warranties in Section 3.04(b) and Section 3.06) shall be true and correct on and as of the date of such Borrowing.
(b) At the time of and immediately after giving effect to such Borrowing no Default shall have occurred and be continuing.
(c) At the time of such Borrowing no Event of Fraud shall have occurred. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) through (c) of this Section.
Each Borrowing. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the conditions set forth in Section 4.02 of the Common Agreement.
(b) In addition, no Lender shall be required to make a Tranche B Loan on the occasion of any Tranche B Borrowing if, after giving effect to all Loans requested to be made hereunder on the date of such Borrowing, the aggregate principal amount of Tranche B Loans outstanding hereunder would exceed 50% of the aggregate principal amount of Tranche A Loans outstanding hereunder on such date.
(c) Each Borrowing shall be deemed to constitute a representation and warranty by each of Holdings and the Borrower on the date thereof as to the matters set forth in Section 4.02 of the Common Agreement and in paragraph (b) of this Section 4.02.
Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct and as of the date of such Borrowing.
(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.
Each Borrowing. The obligation of each Bank to make each -------------- Loan to be made by it as part of a Borrowing hereunder to the Borrower is subject to the further conditions precedent that:
(i) the Agent shall have received a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be;
(ii) the fact that, immediately after such Borrowing, the Dollar Amount of the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments;
(iii) the fact that, immediately after such Borrowing, no Default shall have occurred and be continuing; and
(iv) the fact that the representations and warranties of the Borrower contained in this Agreement shall be true on and as of the date of such Borrowing as if made on and as of such date (except, in the case of a Refunding Borrowing, the representations and warranties set forth in clauses (d) and (e) of Section 4.01 as to any material adverse change or litigation, respectively, which has theretofore been disclosed in writing by the Borrower to the Banks). Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (ii), (iii) and (iv) of this Section.
