Common use of Conditions Precedent to All Loans and Letters of Credit Clause in Contracts

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans and of the Agent to issue Letters of Credit are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a certification by the Borrowers to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers otherwise notify the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreement.

Conditions Precedent to All Loans and Letters of Credit. The obligations obligation of the Lenders to make any Loans Loans, of the Swingline Lender to make a Swingline Loan and of the Agent to issue Letters of Credit are all subject to the further condition precedent that: (a) no Default Default, or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers each Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under hereunder and (c) in the Loan Documentscase of the borrowing of Loans, the Agent shall have received a timely Notice of Borrowing or the Swingline Lender shall have received a timely Notice of Swingline Borrowing, as applicable. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Agent and the Lenders at the time any such Loan is made or any such Letter of Credit is issued that all conditions to the occurrence making of such Loan or issuing of such Letter of Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementas permitted hereunder.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans and of the Agent Issuing Bank to issue any Letters of Credit are all subject to the further condition conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; thereto and (b) the representations and warranties made or deemed made by the Borrowers each Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsDocuments (other than a change in factual circumstances since the Effective Date, that constitutes a material adverse change in the business, assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries taken as a whole). Each Credit Event shall constitute a certification by the Borrowers to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers otherwise notify the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers shall be deemed to have represented to the Agent Agent, the Issuing Bank and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event contained in this Article V. VI. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans Loans, and of the Administrative Agent to issue Letters of Credit Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsDocuments and (c) in the case of the issuance of a Letter of Credit or the making of a Swingline Loan, no Lender shall be a Defaulting Lender; provided, however, in the case of the issuance of a Letter of Credit, the Administrative Agent may, in its sole and absolute discretion, waive this condition precedent on behalf of itself and all Lenders. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in clauses (a) and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans Loans, and of the Agent to issue Letters of Credit Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under specifically and expressly permitted hereunder and (c) in the Loan Documentscase of the borrowing of Loans, the Agent shall have received a timely Notice of Borrowing, Notice of Swingline Borrowing or Notice of Alternate Currency Borrowing, as the case may be. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit is issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans and Loans, of the Agent to issue Letters of Credit Credit, and of the Swingline Lender to make any Swingline Loan are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Credit Documents. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the (i) Lenders to make any Loans Loans, and of (ii) the Administrative Agent to issue Letters of Credit or make any Swingline Loan, are all each subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under specifically and expressly permitted hereunder and (c) in the Loan Documentscase of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made or such Letter of Credit is issued that all conditions to the occurrence making of such Loan or issuing of such Letter of Credit Event contained in this Article V. VI have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans and Loans, of the Agent Issuing Lender to issue Letters of Credit Credit, and of the Swingline Lender to make any Swingline Loan are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances or transactions, in either event not prohibited under hereunder, and (c) in the Loan Documentscase of the borrowing of Revolving Loans, the Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Agent and the Issuing Lender, as applicable, prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of CreditLoan, the Borrowers Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all applicable conditions to the occurrence making of such Credit Event Loan contained in this Article V. V have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations obligation of the Lenders to make any Loans and Loans, of the Administrative Agent to issue Letters any Letter of Credit are all Credit, is subject to the further condition precedent that: (a) no Default or Event of Default shall exist have occurred and be continuing as of the date of the making of such Loan or date of issuance of such Letter of Credit Credit, or would exist existing immediately after giving effect thereto; and , (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Documents to which any of them it is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under specifically and expressly permitted hereunder and (c) in the Loan Documentscase of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made or Letter of Credit is issued that all conditions to the occurrence making of such Loan or issuance of such Letter of Credit Event contained in this Article V. VI. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans Loans, and of the Agent Issuing Banks to issue Letters of Credit Credit, are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsDocuments and (c) in the case of the issuance of a Letter of Credit or the making of a Swingline Loan, no Lender shall be a Defaulting Lender; provided, however, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank may, in its sole and absolute discretion, waive this condition precedent on behalf of itself and all Lenders. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in clauses (a) and (b) of the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.

Conditions Precedent to All Loans and Letters of Credit. The obligations of the Lenders to make any Loans and of the Agent to issue Letters of Credit are all subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Borrowers Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under specifically and expressly permitted hereunder and (c) in the Loan Documentscase of the borrowing of Revolving Loans, the Agent shall have received a timely Notice of Borrowing or Notice of Swingline Borrowing, as the case may be. Each Credit Event shall constitute a certification by the Borrowers Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrowers Borrower otherwise notify notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or the issuance of a Letter of Credit, the Borrowers Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit is issued that all conditions to the occurrence of such Credit Event contained in this Article V. have been satisfied or waived in accordance with the terms of this Agreementsatisfied.