Common use of Conditions Precedent to Each Borrowing and Issuance Clause in Contracts

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), the extension of Commitments pursuant to Section 2.16 shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or extension (a) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or such Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing, issuance or extension, stating that: (i) the representations and warranties contained in each Loan Document are true and correct on and as of such date, before and after giving effect to (A) such Borrowing, issuance or extension and (B) in the case of any Borrowing or issuance, the application of the proceeds therefrom, as though made on and as of such date; (ii) no Default has occurred and is continuing, or would result from (A) such Borrowing, issuance or extension or (B) in the case of any Borrowing or issuance, from the application of the proceeds therefrom; and (iii) for each Revolving Credit Advance or issuance or renewal of any Letter of Credit, (A) the Loan Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance or renewal, respectively, and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with Sections 5.04(b)(i) and (ii); and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties' representations and warranties contained in the Loan Documents, (ii) the Loan Parties' timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to perform.

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), the extension of Commitments pursuant to Section 2.16 shall be subject to the further conditions precedent that on the date of such Borrowing, Borrowing or issuance or extension (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the Administrative Agent shall have received for acceptance by the account Borrower of the proceeds of such Lender Borrowing or of such Issuing Bank Letter of Credit shall constitute a certificate signed representation and warranty by a duly authorized officer of the Borrower, dated Borrower that both on the date of such Borrowing, notice and on the date of such Borrowing or issuance or extension, stating that:such statements are true): (i) the representations and warranties contained in each Loan Document are true and correct on and as of such date, before and after giving effect to (A) such Borrowing, issuance or extension and (B) in the case of any Borrowing or issuance, issuance and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no Default event has occurred and is continuing, or would result from (A) such Borrowing, Borrowing or issuance or extension or (B) in the case of any Borrowing or issuance, from the application of the proceeds therefrom, that constitutes a Default; and (iii) for each Revolving Credit Advance EBITDA attributable to the bowling center being so acquired or issuance refinanced as though such acquisition or renewal of any Letter of Credit, (A) construction had occurred at the Loan Value equals or exceeds the aggregate principal amount beginning of the Revolving Credit Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to 12-month period covered by such Advance or issuance or renewal, respectivelyFinancial Statements), and (B) before the Borrower shall have delivered a certificate to the Administrative Agent and after giving effect the Lender Parties in form satisfactory to such Advance, issuance or renewal, the Parent Guarantor shall be in Administrative Agent demonstrating compliance with Sections 5.04(b)(iclause (A) and (ii)above; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Appropriate Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties' representations and warranties contained in the Loan Documents, (ii) the Loan Parties' timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to performrequest.

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing)excluding, however, the obligation making of each Issuing Bank to issue a Letter of Credit (including the initial issuance), the extension of Commitments any Advance pursuant to Section 2.16 2.13), and the right of the Company to request the issuance of Letters of Credit, shall be subject to the further conditions precedent that on the date of such Borrowing, Borrowing or issuance or extension (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the Administrative Agent shall have received for acceptance by the account Company of the proceeds of such Lender Borrowing or of such Issuing Bank Letter of Credit shall constitute a certificate signed representation and warranty by a duly authorized officer of the Borrower, dated Company that on the date of such Borrowing, Borrowing or issuance or extension, stating that:such statements are true): (ia) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of such dateBorrowing or issuance, before and after giving effect to (A) such Borrowing, issuance or extension and (B) in the case of any Borrowing or issuance, issuance and to the application of the proceeds therefrom, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iib) no Default event has occurred and is continuing, or would result from (A) such Borrowing, Borrowing or issuance or extension or (B) in the case of any Borrowing or issuance, from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and (iiic) for each Revolving Credit Advance such Borrowing or issuance or renewal of any Letter of Credit, (A) is permitted under the Loan Value equals or exceeds the aggregate principal amount terms of the Revolving Credit Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance or renewalAllied Senior Notes Indenture (including, respectivelywithout limitation, under Sections 1008 and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with Sections 5.04(b)(i1009 thereof) and (ii); and (b) under the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy terms of the Loan Parties' representations and warranties contained in the Loan DocumentsAllied Waste Senior Subordinated Notes Indenture (including, (ii) the Loan Parties' timely compliance with the termswithout limitation, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to performSection 1008 thereof).

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender to make an Advance (other than a Letter of Credit an Advance made by an any Issuing Bank pursuant to Section 2.03(c) or a any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), the extension of Commitments pursuant to Section 2.16 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such Issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance and the acceptance by the applicable Borrower of the proceeds of such Borrowing or such Issuance shall constitute a representation and warranty by the Company that on the date of such Borrowing, issuance Borrowing or extension such Issuance such statements are true): (a) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or such Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing, issuance or extension, stating that: (i) the representations and warranties of each Borrower and each Significant Loan Party contained in each Loan Document to which it is a party are true and correct on and as of such date, before and after giving effect to (A) such Borrowing, issuance or extension and (B) in the case of any Borrowing or issuance, such Issuance and to the application of the proceeds therefrom, as though made on and as of such date;, (iib) no Default event has occurred and is continuing, or would result from such Borrowing or such Issuance or from the application of the proceeds therefrom, that constitutes a Default; (Ac) no Borrowing Base Deficiency will exist after giving effect to such Borrowing, issuance or extension or (B) in the case of any Borrowing or issuance, from renewal and to the application of the proceeds therefrom; and (iiid) for each Revolving Credit Advance if as a result of such Borrowing or issuance or renewal such Issuance, Excess Availability would be below the greater of any Letter of Credit, (Ai) the Loan Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance or renewal, respectively, and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with Sections 5.04(b)(i) $40,000,000 and (ii); and (b) 12.5% of the Administrative Agent sum of the Canadian Revolving Credit Facility plus the US Revolving Credit Facility, the Company shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties' representations and warranties contained in the Loan Documents, (ii) the Loan Parties' timely demonstrated pro forma compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to performFixed Charge Coverage Ratio.

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Lender to make an Advance a Loan (other than a including initial Loans made on the Agreement Date but excluding any Letter of Credit Advance made Advance), and the right of any Borrower to request the issuance of Letters of Credit by an Issuing Bank or a Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including the initial Borrowing)Bank, the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance), the extension of Commitments pursuant to Section 2.16 shall be subject to the further conditions precedent that on the date of such BorrowingBorrowing or issuance, issuance or extension (a) the following statements shall be true and any Notice of Borrowing or Notice of Issuance delivered to the Administrative Agent hereunder shall have received for the account certify that, as of such Lender or such Issuing Bank a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing, issuance or extension, stating thatthe Borrowing requested thereunder: (ia) the representations and warranties contained in each Loan Document are true and will be correct on and as of the date of such dateBorrowing or issuance, before and after giving effect to (A) such Borrowing, issuance or extension and (B) in the case of any Borrowing or issuance, issuance and to the application of the proceeds therefrom, as though made on and as of such date, and request for the issuance of a Letter of Credit by an Issuing Bank delivered to such Issuing Bank hereunder, in each case other than as permitted by Section 0; (iib) no Default has event shall have occurred and is be continuing, or would result from (A) such Borrowing, Borrowing or issuance or extension or (B) in the case of any Borrowing or issuance, from the application of the proceeds therefrom; and, that constitutes or would constitute a Default or Event of Default; (iiic) for each Revolving Credit Advance if the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to designate such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent; (d) Administrative Agent and, if applicable, such Issuing Bank or the Swing Line Bank shall have received a Notice of Borrowing or Notice of Issuance, as applicable, in accordance with the requirements of this Agreement. (e) such Borrowing or issuance or renewal of any Letter of Credit, (A) the Loan Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus a Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance or renewal, respectively, and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with Sections 5.04(b)(i) and (ii); and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties' representations and warranties contained in the Loan Documents, (ii) the Loan Parties' timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case is permitted under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to performArticle 2.

Conditions Precedent to Each Borrowing and Issuance. The obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by an the Issuing Bank or Bank, a Revolving Credit Lender pursuant to Section 2.03(c), a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b), or a Term C Advance) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of each the Issuing Bank to issue a Letter of Credit (including the initial issuance)) and the right of the Borrower to request a Swing Line Borrowing, the extension of Commitments pursuant to Section 2.16 shall be subject to the further conditions precedent that on the date of such Borrowing, Borrowing or issuance or extension (a) the following statements shall be true and the Administrative Agent shall have received for the account of such Lender or such Issuing Bank a certificate Borrowing Notice delivered pursuant to Section 2.02, signed by a duly authorized officer Responsible Officer of the Borrower, dated the date of such Borrowing, issuance Borrowing or extensionissuance, stating that:, (ia) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of such date, before and after giving effect to (A) such Borrowing, Borrowing or issuance or extension renewal and (B) in the case of any Borrowing or issuance, to the application of the proceeds therefrom, as though made on and as of such date;, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance, in which case as of such specific date; provided, however, that solely for purposes of representations and warranties made on the Effective Date, such representations and warranties shall be limited in all respects to the Effective Date Representations and (iib) no Default has occurred and is continuing, or would result from (A) such Borrowing, Borrowing or issuance or extension or (B) in the case of any Borrowing or issuance, from the application of the proceeds therefrom; and (iii) for each Revolving Credit Advance or issuance or renewal of any Letter of Credit, (A) the Loan Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to such Advance or issuance or renewal, respectively, and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with Sections 5.04(b)(i) and (ii); and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties' representations and warranties contained in the Loan Documents, (ii) the Loan Parties' timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations, in each case under the Loan Documents following a change in law occurring after the date hereof that the Administrative Agent, in its reasonable discretion, believes may negatively affect such rights, remedies or ability to perform.