Common use of Each Credit Event Clause in Contracts

Each Credit Event. 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 Borrowers set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than except the representations set forth in Sections Section 3.04(b) ), Section 3.06 and 3.06(a)the first sentence of Section 3.08) shall be true and correct in all material respects on and as of the date of such Borrowing, except for representations and warranties which are made as of a specific date which shall be true and correct 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations and warranties set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations and warranties set forth in Sections Section 3.04(b) and 3.06(a)Section 3.05) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing) is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (other than than, for any Borrowing made after the Effective Date, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than than, after the representations Effective Date, those set forth in Sections 3.04(b4.04(b) and 3.06(a4.06(a)(i)) shall be true and correct in all material respects on and as of the date of such Borrowing.Loan; and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default or Event of Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations representation and warranty set forth in Sections 3.04(b) and 3.06(aSection 3.04(c)) shall be true and correct in all material respects on and as of the date of such Borrowing. (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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations and warranties set forth in Sections 3.04(b) and 3.06(a)) for Borrowings after the Effective Date) shall be true and correct in all material respects on and as of the date of such Borrowing. (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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations those set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Obligors set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing.Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Obligors on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each of the Borrowers set forth in this Agreement (other than than, after the representations set forth Effective Date, in Sections 3.04(bSection 3.04(c) and 3.06(a)in Section 3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing (unless any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be correct as of such earlier date). (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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a ------------------ Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) -------------- and (b) of this Section.. -------

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any each Borrowing and the L/C Issuer to issue or amend Letters of Credit is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Obligors set forth in this Agreement (other than the representations those set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Obligors on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing.Borrowing (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (b) At 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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Loan, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such BorrowingLoan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing Loan shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any each Borrowing is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Obligors set forth in this Agreement (other than the representations those set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such BorrowingLoan. (b) At the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Obligors on the date thereof as to the matters specified in paragraphs subsections (a) and (b) of this Section.

Each Credit Event. 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 Borrowers each Loan Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing, except for representations and warranties expressly made as of an earlier date, which shall be true and correct as of such earlier date. (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 Holdings and the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Except for those specified in Section 3.04(b), the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing (or, in the case of any representation or warranty that by its express terms is limited to a particular date, as of that date). (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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement Article III (other than the representations set forth in Sections 3.04(b) ), 3.06, 3.09 and 3.06(a)3.10) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent they expressly relate to an earlier date. (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 Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers each Loan Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects (other than representations and warranties qualified by “materiality” or “Material Adverse Effect”, which shall be true and correct in all respects) 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) Section 3.04 and 3.06(aSection 3.05(ii)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a1) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than except the representations set forth in Sections Section 3.04(b) ), Section 3.06 and 3.06(a)the first sentence of Section 3.08) shall be true and correct in all material respects on and as of the date of such Borrowing, except for representations and warranties which are made as of a specific date which shall be true and correct as of such date. (b2) 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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (and the other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. (c) All legal and regulatory matters incident to the making of such Borrowing shall be satisfactory to the Administrative Agent and its counsel. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each of the Borrowers set forth in this Agreement (other than than, after the representations set forth Effective Date, in Sections 3.04(bSection 4.4(c) and 3.06(a)in Section 4.6) shall be true and correct in all material respects 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. 364-Day Credit Agreement 44 50 Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to ----------------- make a Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations including, without limitation, those set forth in Sections 3.04(b3.04(c) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs PARAGRAPHS (a) and AND (b) of this Section.

Each Credit Event. The obligation of each the Lender to make a the Tranche B Loan on and the occasion of any Borrowing Tranche C Loan hereunder is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement (Agreement, and of each Obligor in each of the other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the date of such Borrowing.Loan; and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing Loan shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers each Loan Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 the representations and warranties of the Borrowers set forth Company and the Subsidiary Borrower in this Agreement Article III (other than the representations set forth in Sections 3.04(b) and 3.06(alast sentence of Section 3.02(a)) shall be true and correct in all material respects on and as of the date of such Borrowing.; and (b) At 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 Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b), 3.05(b) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such Borrowing.Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. 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 Borrowers Company set forth in this Agreement (other than than, for any Borrowing after the Effective Date, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Company on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than in Section 3.04 and Section 3.05(ii) for any Loan made after the representations set forth in Sections 3.04(b) and 3.06(a)Effective Date) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower and the Guarantors set forth in this Agreement (other than Agreement, including the representations set forth in Sections 3.04(b) material adverse change and 3.06(a)) litigation representations, shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower and the Guarantors on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Credit Parties set forth in this Agreement the Credit Documents (other than than, for any Borrowing made after the Funding Date, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) Section 3.04 and 3.06(aSection 3.05(ii)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (other than than, for any Borrowing after the Effective Date, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than in Section 3.04 and Section 3.05(ii) for any Loan made after the representations set forth in Sections 3.04(b) and 3.06(a)Effective Date) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing and the conversion of the Revolving Loans into Term Loans pursuant to Sections 2.04 and 2.05 shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations those set forth in Sections 3.04(b) ), 3.05 and 3.06(a)3.13) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a1) The representations and warranties of the Borrowers Credit Parties set forth in this Agreement the Credit Documents (other than the representations those set forth in Sections 3.04(b3.04(c) and 3.06(a)3.06 (a) on any date other than the Effective Date) shall be true and correct in all material respects on and as of the date of such Borrowing. (b2) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default or Event of Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)3.06) shall be true and correct in all material respects on and as of the date of such Borrowing.Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to receipt of the request therefore in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers each Loan Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b3.04(c), 3.04(d) and 3.06(a)3.05) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (or in any other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Document shall be true and correct in all material respects 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) With respect to any requested Borrowings, the Borrower shall have complied with Section 2.03. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 FDSI and the Borrowers Borrower set forth in this Agreement (other than the representations set forth those in Sections Section 3.04(b) and 3.06(a)clause (a) of Section 3.05) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by FDSI and the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Loan Parties set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 or 2.04. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 or 2.04. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (such Borrowing referred to herein as a “Credit Event”), is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement (and the other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects on and as of the date of such BorrowingCredit Event. (b) At the time of and immediately after giving effect to such BorrowingCredit Event, no Default shall have occurred and be continuing. Each Borrowing Credit Event shall be deemed to constitute a representation and warranty by the Borrowers Company on the date thereof as to the matters specified in paragraphs (a) and (b) of this SectionSection 4.2.

Each Credit Event. 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 Borrowers each Credit Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers set forth in this Agreement Article 4 (other than the representations set forth those contained in Sections 3.04(bSection 4.4(c) and 3.06(a)Section 4.5) shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing except to the extent such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8). (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 Borrowers Company, and, if applicable, the applicable Subsidiary Borrower, on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) Section 3.04 and 3.06(aSection 3.05(ii)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing and the conversion of the Revolving Loans into Term Loans pursuant to Sections 2.04 and 2.05 shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing (including Bankers' Acceptance Loans) is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers set forth in Article IV of this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing.Loan (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), as applicable; and (b) At at the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the each of the Borrowers on the date thereof as to the matters specified effect set forth in paragraphs (a) and (b) of this Sectionthe preceding sentence.

Each Credit Event. The obligation of each Lender Bank to make make, convert or continue a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: : (a) The representations and warranties receipt by the Administrative Agent of the Borrowers set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and a Notice of Borrowing as of the date of such Borrowing. required by Section 2.03. (b) At the time of and fact that, immediately after giving effect to such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (c) the fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; (d) 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. Each Borrowing shall be deemed to constitute be a representation and warranty by the Borrowers Borrower on the date thereof of such Borrowing as to the matters facts specified in paragraphs clauses (ab), (c) and (bd) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) Section 3.04 and 3.06(aSection 3.05(ii)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing and the conversion of the Revolving Loans into Term Loans pursuant to Sections 2.04 and 2.05 shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such Borrowing. (b) At the time of and immediately after giving effect to such Borrowing, Borrowing no Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers each Loan Party set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Loan Documents shall be true and correct in all material respects (other than representations and warranties qualified by “materiality” or “Material Adverse Effect”, which shall be true and correct in all respects) 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section.. 509265-0507-14367-Active.16189227.17

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing Borrowing, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs PARAGRAPHS (aA) and AND (bB) of this Section.

Each Credit Event. 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 the representations and warranties of the Borrowers Borrower set forth in this Agreement (other than except for the representations set forth in Sections 3.04(bclauses (e) and 3.06(a)(f) of Article III) shall be true and correct in all material respects on and as of the date of such Borrowing.; and (b) At at the time of and immediately after giving effect to such Borrowing, Borrowing no Default or Event of Default shall have occurred and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Credit Parties set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) Credit Documents shall be true and correct in all material respects 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) The Lenders shall have received such other documentation as it shall reasonably request. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (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 Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects on and as of the date of the making of such BorrowingLoan, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such BorrowingLoan, no Default shall have occurred and be continuing. Each Borrowing The making of each Loan shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Each Credit Event. 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 Borrowers Borrower set forth in this Agreement (other than the representations those set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects 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. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.