Common use of Initial and Subsequent Loans Clause in Contracts

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1) no Default shall have occurred and be continuing; and (2) the representations and warranties made by each of the Borrowers and the other Obligors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the A&R Closing Date. Each notice of borrowing by a Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any the Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1) no Default shall have occurred and be continuing; and; (2) the representations and warranties made by each of the Borrowers and the other Obligors Subsidiary Guarantors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date date; provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the Closing Date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that and 3) the representations borrowing of such Loan by a Borrower hereunder or the issuance of such Letter of Credit, as the case may be, and warranties set forth in Section 8.10 hereof need be true only as the related incurrence of obligations by such Borrower do not violate the A&R Closing Dateprovisions of any Senior Subordinated Debt Indenture, any other Senior Subordinated Debt Document or any agreement governing any Senior Unsecured Debt. Each notice of borrowing by a Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender the Banks to make any Loan to be made by it hereunder, and a Borrower upon the obligation occasion of any Issuing Bank to issue any Letter of Credit hereunder, each borrowing hereunder (including the initial borrowing) is subject to the further conditions precedent that, as of that both immediately prior to the date making of such Loan or such issuance, and before and also after giving effect theretothereto and to the intended use thereof: (1a) no Default shall have occurred and be continuing; and; (2b) the representations and warranties made by each Fund on behalf of the Borrowers itself and the other Obligors each Borrower in each Basic Document to which it is a party SECTION 7 hereof shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) complete on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except or, if any such representation or warranty is expressly stated to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and have been made as of a specific date as of such earlier specific date); (c) the Banks shall be satisfied that the Loans and the use of proceeds thereof in respect of each Borrower comply in all respects with Regulation U. To the extent required by Regulation U, the Administrative Agent shall have received a copy of either (i) FR Form U-1, duly executed and delivered by each Fund on behalf of each Borrower and completed for delivery to each Bank, in form acceptable to the Administrative Agent, or (ii)a current list of "margin stock" (as defined in Regulation U) from each Borrower, in form acceptable to the Administrative Agent and in compliance with Section 21.3(c)(2) of Regulation U; and (i) Asset Coverage of at least 300% of any Borrower as provided by and in accordance with the Investment Company Act (provided that "total assets," as used in the representations Investment Company Act, shall not include any encumbered assets of a Borrower) and warranties set forth (ii) borrowing limits in Section 8.10 hereof need be true only as of the A&R Closing Datesuch Borrower's Prospectus arc not exceeded. Each notice of borrowing by a Fund on behalf of itself or a Borrower hereunder shall constitute a certification by such Borrower Fund to the effect set forth in the preceding sentence (both as of the date of such notice and, . unless any of the Borrowers such Fund otherwise notifies the Administrative Agent prior to the date of such borrowing or issuanceborrowing, as of the date of such borrowing or issuanceborrowing).

Initial and Subsequent Loans. The obligation of each Lender any Bank to make any Loan (including any Money Market Loan and such Bank's initial Syndicated Loan) to be made by it hereunder, and any Borrower upon the obligation occasion of any Issuing Bank to issue any Letter of Credit hereunder, each borrowing hereunder is subject to the further conditions precedent that, as of both immediately prior to the date making of such Loan or such issuance, and before and also after giving effect theretothereto and to the intended use thereof: (1a) no Default shall have occurred and be continuing; and (2b) the representations and warranties made by each of the Borrowers and the other Obligors Company in each Basic Document to which it is a party Section 8.01 hereof shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) complete on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except 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, in addition, in the extent such case of a Loan to any Subsidiary Borrower, the representations and warranties relate to an earlier date, made by such Subsidiary Borrower in which event they its Subsidiary Borrower Designation Letter shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) complete on and as of the date of the making of such Loan with the same force and effect as if made on and as of such earlier date); provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the A&R Closing Date. Each notice of borrowing by a Borrower hereunder shall constitute a certification by the Company (and, in the case of a Loan to a Subsidiary Borrower, by such Borrower Subsidiary Borrower) to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers Company (or applicable Subsidiary Borrower) otherwise notifies the Administrative Agent prior to the date of such borrowing or issuanceborrowing, as of the date of such borrowing or issuanceborrowing).

Initial and Subsequent Loans. The obligation of each Lender the Banks to make any Loan to be made by it hereunder, and a Borrower upon the obligation occasion of any Issuing Bank to issue any Letter of Credit hereunder, each borrowing hereunder (including the initial borrowing) is subject to the further conditions precedent that, as of that both immediately prior to the date making of such Loan or such issuance, and before and also after giving effect theretothereto and to the intended use thereof: (1a) no Default shall have occurred and be continuing; and; (2b) the representations and warranties made by each Fund on behalf of the Borrowers itself and the other Obligors each Borrower in each Basic Document to which it is a party Section 7 hereof shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) complete on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except or, if any such representation or warranty is expressly stated to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and have been made as of a specific date as of such earlier specific date); (c) the Banks shall be satisfied that the Loans and the use of proceeds thereof in respect of each Borrower comply in all respects with Regulation U. To the extent required by Regulation U, the Administrative Agent shall have received a copy of either (i) FR Form U-1, duly executed and delivered by each Fund on behalf of each Borrower and completed for delivery to each Bank, in form acceptable to the Administrative Agent, or (ii) a current list of "margin stock" (as defined in Regulation U) from each Borrower, in form acceptable to the Administrative Agent and in compliance with Section 221.3(c)(2) of Regulation U; and (i) Asset Coverage of at least 300% of any Borrower as provided by and in accordance with the Investment Company Act (provided that "total assets," as used in the representations Investment Company Act, shall not include any encumbered assets of a Borrower) and warranties set forth (ii) borrowing limits in Section 8.10 hereof need be true only as of the A&R Closing Datesuch Borrower's Prospectus are not exceeded. Each notice of borrowing by a Fund on behalf of itself or a Borrower hereunder shall constitute a certification by such Borrower Fund to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers such Fund otherwise notifies the Administrative Agent prior to the date of such borrowing or issuanceborrowing, as of the date of such borrowing or issuanceborrowing).

Initial and Subsequent Loans. The obligation of each Lender Bank or any applicable Issuer to make any Loan (including, without limitation, its initial Loan) to be made by it hereunder, hereunder or to accept and the obligation of any Issuing Bank purchase Bankers' Acceptances or to issue or participate in any Letter of Credit hereunder, is subject to the additional conditions precedent that, that (i) the Administrative Agent and the Paying Agent shall have received a Request for Extension of Credit and such other certifications as the Administrative Agent may reasonably require and (ii) as of the date of such Loan or such acceptance and purchase or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and; (2b) except for facts timely disclosed to the Administrative Agent from time to time in writing, which facts (i) are not materially more adverse to the Parent and its Subsidiaries, (ii) do not materially decrease the ability of the Banks to collect the Obligations as and when due and payable and (iii) do not materially increase the liability of any of the Agent or any of the Banks, in each case compared to those facts existing on the date hereof and the material details of which have been set forth in the Financial Statements delivered to the Administrative Agent prior to the date hereof or in the Disclosure Statement, and except for the representations set forth in the Loan Documents which, by their terms, are expressly (or by means of similar phrasing) made as of the date hereof only, the representations and warranties made by each of the Borrowers and the other Obligors in each Basic Loan Document to which it is a party shall be true and correct in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such acceptance and purchase or such issuance, with the same force and effect as if made on and as of such date date; (except to c) the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as making of such earlier date); provided that Loan or the representations acceptance and warranties set forth in Section 8.10 hereof need be true only as purchase of such Bankers' Acceptance or the A&R Closing Dateissuance of such Letter of Credit shall not violate any Legal Requirement applicable to any Bank. Each notice Request for Extension of borrowing Credit by the Company hereunder or request for issuance of a Borrower hereunder Letter of Credit shall constitute include a certification representation and warranty by such Borrower the Company to the effect set forth in the preceding sentence Subsections 7.2(a) and (b) (both as of the date of such notice and, unless any of the Borrowers Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender any Bank to make any Loan (including any Money Market Loan and such Bank's initial Syndicated Loan) to be made by it the Borrowers upon the occasion of each borrowing hereunder, and the obligation or of any Issuing Bank to issue issue, amend, renew or extend any Letter of Credit hereunderCredit, is subject to the further conditions precedent that, as of both immediately prior to the date making of such Loan or such the issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, and before and also after giving effect theretothereto and to the intended use thereof: (1a) no Default shall have occurred and be continuing; and; (2b) the representations and warranties made by the Company and each other Borrower (if any) in Section 7 hereof and (in the case of each Subsidiary Borrower, if any) in the Borrowers and the other Obligors in each Basic Document Subsidiary Borrower Designation to which it is a party (other than, after the Effective Date, (i) the last sentence of Section 7.02 hereof and (ii) Section 7.03 hereof) shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) complete on and as of the date of the making of such Loan or the issuance, amendment, renewal or extension of such issuanceLetter of Credit, as the case may be, with the same force and effect as if made on and as of such date (except or, if any such representation or warranty is expressly stated to the extent such representations and warranties relate to an earlier have been made as of a specific date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier specific date); provided that and (c) during the representations and warranties set forth in Section 8.10 hereof need be true only as of the A&R Closing Date. Each notice of borrowing by a Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of 25-month period ending on the date of such notice andLoan or such issuance, unless any amendment, renewal or extension of a Letter of Credit, as the case may be, there shall not have occurred a change in the composition of a majority of the Borrowers otherwise notifies Board of Directors of the Administrative Agent prior Company from individuals (i) who were members of such Board on the first day of such period, (ii) whose election or nomination to such Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of such Board or (iii) whose election or nomination to such Board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of such Board. Each borrowing of Loans and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by each Borrower on the date thereof as to the date matters specified in paragraphs (a), (b) and (c) of such borrowing or issuance, as of the date of such borrowing or issuance)this Section 6.02.

Initial and Subsequent Loans. The obligation of each Lender Bank or any applicable Issuer to make any Loan (including, without limitation, its initial Loan) to be made by it hereunder, and the obligation of any Issuing Bank hereunder or to issue or participate in any Letter of Credit hereunder, is subject to the additional conditions precedent thatthat (i) Agent shall have received a Request for Extension of Credit and such other certifications as Agent may reasonably require, (ii) in the case of Competitive Loans, the Company shall have complied with the provisions of Section 2.10 hereof and (iii) as of the date of such Loan or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and; (2b) except for facts timely disclosed to Agent from time to time in writing, which facts (I) are not materially more adverse to the Company and its Subsidiaries, (II) do not materially decrease the ability of the Banks to collect the Obligations as and when due and payable and (III) do not materially increase the liability of Agent or any of the Banks, in each case compared to those facts existing on the date hereof and the material details of which have been set forth in the Financial Statements delivered to Agent prior to the date hereof or in the Disclosure Statement, and except for the representations set forth in the Loan Documents which, by their terms, are expressly (or by means of similar phrasing) made as of the Effective Date or as of the date hereof, as the case may be, only, the representations and warranties made by each of the Borrowers and the other Obligors in each Basic Loan Document to which it is a party shall be true and correct in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date date; (except to c) the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as making of such earlier date); provided that Loan or the representations and warranties set forth in Section 8.10 hereof need be true only as issuance of the A&R Closing Datesuch Letter of Credit shall not violate any Legal Requirement applicable to any Bank. Each notice Request for Extension of borrowing Credit by the Company hereunder or request for issuance of a Borrower hereunder Letter of Credit shall constitute include a certification representation and warranty by such Borrower the Company to the effect set forth in the preceding sentence Subsections 7.2(a) and (b) (both as of the date of such notice and, unless any of the Borrowers Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender Bank or any applicable Issuer to make any Loan (including, without limitation, its initial Loan) to be made by it hereunder, and the obligation of any Issuing Bank hereunder or to issue or participate in any Letter of Credit hereunder, is subject to the additional conditions precedent thatthat (i) Agent shall have received a Request for Extension of Credit and such other certifications as Agent may reasonably require, (ii) in the case of Competitive Loans, the Company shall have complied with the provisions of Section 2.10 hereof and (iii) as of the date of such Loan or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and; (2b) except for facts timely disclosed to Agent from time to time in writing, which facts (i) are not materially more adverse to the Company and its Subsidiaries, (ii) do not materially decrease the ability of the Banks to collect the Obligations as and when due and payable and (iii) do not materially increase the liability of Agent or any of the Banks, in each case compared to those facts existing on the date hereof and the material details of which have been set forth in the Financial Statements delivered to Agent prior to the date hereof or in the Disclosure Statement, and except for the representations set forth in the Loan Documents which, by their terms, are expressly (or by means of similar phrasing) made as of the Effective Date or as of the date hereof, as the case may be, only, the representations and warranties made by each of the Borrowers and the other Obligors in each Basic Loan Document to which it is a party shall be true and correct in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date date; (except to c) the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as making of such earlier date); provided that Loan or the representations and warranties set forth in Section 8.10 hereof need be true only as issuance of the A&R Closing Datesuch Letter of Credit shall not violate any Legal Requirement applicable to any Bank. Each notice Request for Extension of borrowing Credit by the Company hereunder or request for issuance of a Borrower hereunder Letter of Credit shall constitute include a certification representation and warranty by such Borrower the Company to the effect set forth in the preceding sentence Subsections 7.2(a) and (b) (both as of the date of such notice and, unless any of the Borrowers Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any the Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1) no Default shall have occurred and be continuing; and; (2) the representations and warranties made by each of the Borrowers and the other Obligors Subsidiary Guarantors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date date; provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the Effective Date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that and 3) the representations borrowing of such Loan by a Borrower hereunder or the issuance of such Letter of Credit, as the case may be, and warranties set forth in Section 8.10 hereof need be true only as the related incurrence of obligations by such Borrower does not violate the A&R Closing Dateprovisions of any Senior Subordinated Debt Indenture, any other Senior Subordinated Debt Document or any agreement governing any Senior Unsecured Debt. Each notice of borrowing by a Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any the Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and; (2b) the representations and warranties made by each of the Borrowers Company and the other Obligors Subsidiary Guarantors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that the representations and warranties set forth in Section 8.10 hereof need only be true only as of the A&R Closing Date; and (c) the borrowing of such Loan by the Company hereunder or the issuance of such Letter of Credit, as the case may be, and the related incurrence of obligations by the Company, does not violate the provisions of the Senior Subordinated Debt Indenture or any other Senior Subordinated Debt Document. Each notice of borrowing by a Borrower the Company hereunder shall constitute a certification by such Borrower the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and (2b) the representations and warranties made by each of the Borrowers and the other Obligors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the A&R Closing Date. Each notice of borrowing by a Borrower hereunder shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).

Initial and Subsequent Loans. The obligation of each Lender to make any Loan to be made by it hereunder, and the obligation of any the Issuing Bank to issue any Letter of Credit hereunder, is subject to the conditions precedent that, as of the date of such Loan or such issuance, and before and after giving effect thereto: (1a) no Default shall have occurred and be continuing; and; (2b) the representations and warranties made by each of the Borrowers Company and the other Obligors Subsidiary Guarantors in each Basic Document to which it is a party shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of the date of the making of such Loan or such issuance, with the same force and effect as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which event they shall be true in all material respects (except for those representations and warranties qualified by materiality, which shall be true in all respects) on and as of such earlier date); provided that the representations and warranties set forth in Section 8.10 hereof need be true only as of the A&R Closing Amendment and Restatement Effective Date; and (c) the borrowing of such Loan by the Company hereunder or the issuance of such Letter of Credit, as the case may be, and the related incurrence of obligations by the Company, does not violate the provisions of the Senior Subordinated Debt Indenture or any other Senior Subordinated Debt Document. Each notice of borrowing by a Borrower the Company hereunder shall constitute a certification by such Borrower the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless any of the Borrowers Company otherwise notifies the Administrative Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).