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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Credit Parties set forth in this Agreement and the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any to the extent that such representation and or warranty made as of a specific expressly refers to an earlier date, in which case such representation and warranty it shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing (exclusive of continuations and conversions of a Borrowing) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties made by or on behalf of the Borrowers Borrower and the Restricted Subsidiaries set forth in this Agreement and in the Collateral Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (or to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 make, convert or continue a Loan on the occasion of any Borrowing, and of the Issuing Bank L/C Issuer to issue, amend, renew or extend make any Letter of CreditL/C Credit Extension, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Credit Parties set forth in this Agreement and the other Loan Documents (other than the representations and warranties set forth in Section 3.05(b), which representations and warranties shall only be made as of the Effective Date and also in accordance with Section 6.01(c)) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific L/C Credit Extension (unless stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date), except to the extent previously waived in writing by the Lenders or the Required Lenders, as applicable. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableL/C Credit Extension, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of L/C Credit Extension shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (aSection 4.02(a) and (b) of this SectionSection 4.02(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, Credit (except for that if any such representation and warranty made as of a specific expressly relates to an earlier date, in which case then such representation and warranty shall have been be true and correct in all material respects as of such earlier date), as applicable. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except for any representation to the extent such representations and warranty made as of a specific warranties specifically relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each request for a Borrowing (but not any Interest Election Request) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) : The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (or to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date. (b) ). At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 (but not convert, continue or extend) a Loan on the occasion of any Borrowing(other than a Loan which refinances a LC Disbursement in accordance with Section 2.06(e)), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for to the extent that any such representation and or warranty made as of a specific relates solely to an earlier date, in which case such representation and warranty it shall have been true and correct in all material respects as of such earlier date, or, after prior notice to the Administrative Agent, is untrue or incorrect as a result of transactions permitted by the Loan Documents. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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 Except as set forth in Section 2.09, he obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Loan Parties set forth in this Agreement each Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for to the extent any such representation and or warranty made as of a specific is stated to relate solely to an earlier date, in which case such representation and or warranty shall have been true and correct in all material respects on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Except as set forth in Section 2.09, each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amendincrease, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty applicable (other than such representations as are made as of a specific earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendmentincrease, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction or waiver of the following conditions: (a) The representations and warranties of the Borrowers each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for applicable (it being understood and agreed that any representation and or warranty which by its terms is made as of a specific date, in which case such representation and warranty specified date shall have been be required to be true and correct in all material respects only as of such specified date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and there shall have occurred no event which would be reasonably likely to have a Material Adverse Effect. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for that any representation and or warranty made as of limited by its terms to a specific date, in which case such representation and warranty date shall have been be true and correct in all material respects as of such specific date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and there are no laws, rules, regulations or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Company and the applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this SectionSection 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement the Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and Borrowing (including any Borrowing on the Closing Date) is subject to receipt of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or Borrowing; provided that, to the date of issuance, amendment, renewal or extension of extent that such Letter of Credit, as applicable, except for any representation representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal (provided that a conversion or extension a continuation of a Letter Borrowing shall not constitute a “Borrowing” for purposes of Credit this Section) 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower and its Subsidiaries set forth in this Agreement and the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than representations and warranty made warranties that by the specific terms thereof apply only as of a specific an earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects on and as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingLoan, and of the any Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The With respect to any credit event after the Closing Date, the representations and warranties of the Borrowers each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation where such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, in each case after the Closing Date, as applicable, no Default shall have occurred and be continuing. Each Borrowing making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such warranties expressly relate to an earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (other than those in which a Revolving Loan is being continued or converted without any increase in the aggregate principal amount thereof or a Letter of Credit is being extended or renewed) shall be deemed to constitute a representation and warranty by GrafTech and 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Credit Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing (other than representations and warranties that relate solely to an earlier date) or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The requested extension of credit (and the securing thereof by the Collateral) is permitted by the Senior Note Documents. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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), (b) and (bc) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except for any representation to the extent such representations and warranty made as of a specific warranties specifically relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each request for a Borrowing (but not any Interest Election Request) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (or to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request pursuant to Section 2.03. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 any Loan, including any Loans on the occasion of any Borrowingdate hereof, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement and in the other Loan Documents (except Section 3.03 and 3.06 (a) in the case of a conversion of a Loan from one Type to another or the continuation of a Loan with a new Interest Period that does not increase the principal amount thereof or the amendment of a Letter of Credit that does not increase the face amount thereof) shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any representation to the extent such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date.); and (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 (exclusive of continuations and conversions of a Borrowing), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of each of the Borrowers Parent and the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for to the extent any such representation and or warranty made as of a specific is limited to another particular date, in which case instance, such representation and or warranty shall have been be true and correct in all material respects on and as of such other date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by each of the Borrowers Parent and the 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such warranties expressly relate to an earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit (other than those in which a Revolving Loan is being continued or converted without any increase in the aggregate principal amount thereof or a Letter of Credit is being extended or renewed) shall be deemed to constitute a representation and warranty by GrafTech, Global and 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 BorrowingBorrowing (other than a Borrowing pursuant to Section 2.05(e)), and of the Issuing Bank to issue, amend, renew issue or extend increase any Letter of Credit, 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 the Credit Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing (other than representations and warranties that relate solely to an earlier date) or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The requested extension of credit (and the securing thereof by the Collateral) is permitted by the Senior Note Documents. Each Borrowing (other than a Borrowing pursuant to Section 2.05(e)) and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit 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), (b) and (bc) of this SectionSection 4.02.

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), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for to the extent any representation such representations and warranty made as of a specific warranties are expressly limited to an earlier date, in which case case, on and as of the date of such representation Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranty warranties shall have been continue to be true and correct in all material respects as of such specified earlier date; provided that the representation and warranty contained in Section 3.04(b) shall only be made by the Borrower on and as of the Effective Date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.04. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than conversions of LIBO Loans to ABR Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any representation and warranty made as of to the extent stated to relate to a specific earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (including, for the avoidance of doubt, with respect to any Borrowing of Class A-1 Revolving Loans), and of the each Issuing Bank to issue, amendamend (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the face amount thereof), renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: ; provided that, the following conditions shall not apply to (i) any Borrowings under any Incremental Facility, the conditions of which are set forth in Section 2.20 and (ii) any extensions of credit or Borrowings under Section 2.24: (a) The representations and warranties of the Borrowers each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be; provided that, except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a ; provided further that any representation and warranty by the Borrowers that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date thereof of such credit extension or on such earlier date, as to the matters specified in paragraphs (a) and (b) of this Sectioncase may be.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, except to the extent such representations and warranties expressly relate to an earlier date, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than in the case of a refinancing of a Borrowing with a new Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualification) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Loan Parties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, applicable except for any representation to the extent such representations and warranty made as of a specific warranties specifically relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that are qualified by materiality or as to Material Adverse Effect shall be true and correct in all respects on and as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal amendment or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (as used herein, a “credit event”), is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Loan Parties set forth in this Agreement the Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties already qualified by concepts of materiality, in all respects) on and as of the date of such Borrowing credit event (or, to the extent any such representation or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty is expressly stated to have been made as of a specific earlier date, in which case such representation on and warranty shall have been true and correct in all material respects as of such earlier date.). gsdocs\8126959.10 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is 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 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 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any unless such representation and or warranty is expressly stated to have been made as of a specific datedate (such as the date hereof or the Effective Date), in which case such representation and warranty shall have been be true and correct in all material respects on and as of such specific date.; and (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 any Loan on the occasion of any Borrowing, and of the Issuing Bank to or issue, amend, renew or extend any Syndicated Letter of Credit, Credit is additionally subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Account Parties set forth in this Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Syndicated Letter of CreditCredit or CREDIT AGREEMENT - 41 - the date of such Loan, as applicableapplicable (or, except for if any such representation and or warranty is expressly stated to have been made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such specific date.); and (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Syndicated Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Syndicated Letter of Credit shall be deemed to constitute a representation and warranty by AXIS Holdings and (if different) the Borrowers applicable Account Party 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except for any to the extent a representation and or warranty made as of relates to a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects as of on such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on Borrower that the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this SectionSection have been satisfied on and as of the date thereof.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific datewarranties solely relate to an earlier date or time, in which case event such representation representations and warranty warranties shall have been be true and correct in all material respects as of such datethe earlier date or time. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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), and of the any Issuing Bank to issue, amendrenew, renew or extend and/or increase the amount of any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, except for any representation applicable (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such dateearlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingLoan, and of the Issuing Bank Banks to issue, amend, renew issue or extend increase any Letter of Credit, 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 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, except for any representation that (i) to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date, (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Borrower shall have delivered a completed Borrowing Request or application for a Letter of Credit, as applicable. Each Borrowing Loan and each issuance, amendment, renewal issuance or extension increase of a Letter of Credit 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 SectionSection 4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Section 3.09) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than the conversion or continuation of any Loan) and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than the conversion or continuation of any Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than the conversion or continuation of any Loan) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except for any to the extent such representation and or warranty made as of a specific date, expressly related to an earlier date in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for where any representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of any such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Section 3.09) shall be true and correct in all material respects on 49 and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than the conversion or continuation of any Loan) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date (in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower and each other Loan Party set forth in this Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date.; and (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 (band(b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of of, and after giving effect to, such Borrowing or the date of of, and after giving effect to, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects on and as of such earlier date; provided, that, if any commercial paper is outstanding and this Agreement provides liquidity for such commercial paper, the representation and warranty contained in Section 3.04(b) shall be deemed made, and shall be required to be true and correct, only on the Closing Date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, to the extent the same expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for where any representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of any such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amendincrease, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty applicable (other than such representations as are made as of a specific earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, Availability is not less than zero (provided that the Administrative Agent may, in its sole discretion, make Overadvances from time to time in accordance with Section 2.05(d)). Each Borrowing and each issuance, amendmentincrease, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amendAmend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers each Loan Parry set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is 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 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 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (or, except for if any such representation and warranty is expressly stated to have been made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such specific date.); (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and (c) the Borrower shall be in compliance with the terms and conditions of each of the Senior Subordinated Note Indentures. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than in the case of a refinancing of a Borrowing with a new Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Parent and the Borrower set forth in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than a conversion or continuation of any Loans without increasing the principal amount thereof), and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent that such representations and warranty made as of a specific warranties specifically refer to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing (other than a conversion or continuation of any Loans without increasing the principal amount thereof) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation representations and warranty warranties made as of a specific date, in which case such representation and warranty shall have been be true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, Availability is not less than zero. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers 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 each Borrowing (other than any Borrowingconversion or continuation of any outstanding Loans), and of the each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to receipt of a 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 the Loan Documents (other than, after the Effective Date, the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except for in the case of any such representation and or warranty made as of that expressly relates to a specific prior date, in which case such representation and or warranty shall have been be so true and correct in all material respects on and as of such prior date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each On the date of any Borrowing and each (other than any conversion or continuation of any outstanding Loans) or the issuance, amendment, renewal amendment or extension of a Letter of Credit Credit, as applicable, the Company shall be deemed to constitute a representation have represented and warranty by warranted that the Borrowers on the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this SectionSection have been satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement (including, without limitation, those set forth in Sections 3.04(c) and 3.06) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except for that, any representation and warranty made that is qualified as of a specific date, in which case such representation and warranty to “materiality,” “Material Adverse Effect” or similar language shall have been be true and correct in all material respects as of on such daterespective dates. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Section 3.09) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than the conversion or continuation of any Loan) and each issuance, amendment, renewal or extension of a Letter of Credit 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 any Loan, including any Loans on the occasion date hereof (but not a conversion or continuation of any BorrowingLoans that does not increase the principal amount of such Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any representation to the extent such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation and warranty they shall have been be true and correct in all material respects as of such earlier date., and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); and (b) At at the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal issuance or extension amendment increasing the amount of a Letter of Credit 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 Revolving Loan on the occasion of any Borrowing, Borrowing and of the Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, Credit is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in Article 4 of this Agreement (other than the representations and warranties in Sections 4.04(b) and 4.06 of this Agreement) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, except for to the extent such representations and warranties relate to any representation and warranty made as of a specific earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal request for a Revolving Loan or extension issuance of a Letter of Credit 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 (including each Swingline Lender) to make a Loan on the occasion of any BorrowingLoan, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, Credit (except for that if any such representation and warranty made as of a specific expressly relates to an earlier date, in which case then such representation and warranty shall have been be true and correct in all material respects as of such earlier date), as applicable. (b) At the time of and immediately after giving effect to such Borrowing Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is shall be subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such dateearlier date and except that, for purposes of this Section 4.02(a), the representations and warranties set forth in Section 3.04(a) shall be deemed to refer to the financial statements furnished to the Lenders pursuant to Section 5.01(a) and (b). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for in the case of any such representation and or warranty made as of that expressly relates to a specific dateprior date or dates, in which case such representation and or warranty shall have been be true and correct in all material respects on and as of such dateprior date or dates. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (including on the Second Amendment and Restatement Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Loan Documents shall be true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and there shall be no laws, rules, regulations or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 (not including any continuation or conversion of any Loan) on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except for to the extent any such representation and warranty is made as of a specific date, date certain in which case such representation and warranty shall have been true and correct in all material respects case, as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuingcontinuing and (ii) Holdings shall be in pro forma compliance with the covenants set forth in Section 6.12. Each Borrowing (except any continuation or conversion) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Holdings and 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 BorrowingLoan, and of the any Issuing Bank to issue, amend, renew amend or extend any a Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except for any representation where such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing making of a Loan and each issuance, amendment, renewal amendment or extension of a Letter of Credit 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, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The receipt by the Administrative Agent of a Borrowing Request pursuant to Section 2.03 or, if applicable, a request for a Letter of Credit pursuant to Section 2.06(b); (b) unless otherwise disclosed to and approved by the Required Lenders, the representations and warranties of the Borrowers Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except, except for if any such representation and or warranty is expressly stated to have been made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such specific date.); and (bc) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date thereof as to the matters specified in paragraphs (ab) and (bc) of this Sectionthe preceding sentence.

Each Credit Event. The effectiveness of this Agreement and the obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing which increases the aggregate principal amount of the Obligations, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made warranties relate to a prior date or after prior notice to the Administrative Agent are untrue or incorrect as a result of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such datetransactions permitted by the Loan Documents. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for to the extent any such representation and or warranty made as of a specific date, is stated to relate to an earlier date in which case such representation and warranty shall have been will be true and correct in all material respects on and as of such earlier date... (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (other than a Borrowing consisting of a Term Loan on the Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (except to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing (other than a Borrowing consisting of a Term Loan on the Effective Date) and each issuance, amendment, renewal or extension of a Letter of Credit 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 any Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction on such date of the following conditions: (a) The representations and warranties of the Borrowers Credit Parties set forth in this Agreement and in the other Financing Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for ; provided that any representation such representations and warranty warranties that by their express terms are made as of a specific date, in which case such representation and warranty date shall have been be true and correct in all material respects as of such specific date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Borrowers shall otherwise be in compliance with the provisions of Section 2.01, 2.04(b) or 2.05(c), as applicable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 Revolving Loan on (including the occasion of any Borrowinginitial Revolving Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The Both before and after giving effect to any such Loan, the representations and warranties of the Borrowers each Loan Party set forth in this Agreement and each other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except, except for any representation in each case, to the extent that such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing (c) After giving effect to such Borrowing or the issuance, renewal or extension of such Letter of Credit, as applicable, Availability is not less than zero. Each Borrowing advance of a Revolving Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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 Sections 4.02(a), (ab) and (b) of this Sectionc).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers each Obligor set forth in this Agreement and of each Relevant Party in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (or, except for any if such representation and or warranty made is given as of to a specific date, in which case such representation and or warranty shall have been true and correct in all material respects as of such specific date.); and (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingLoan, and of the any Issuing Bank to issue, amend, extend or renew or extend any a Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The With respect to any credit event, the representations and warranties of the Borrowers each Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation where such representations and warranty made as of a specific warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] Each Borrowing making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (including on the Fourth Amendment and Restatement Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Loan Documents shall be true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and there shall be no laws, rules, regulations or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 (including an Incremental Loan) on the occasion of any Borrowing, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is 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 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 or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (or, except for if any such representation and warranty is expressly stated to have been made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such specific date.); (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and (c) the Borrower shall be in compliance with the terms and conditions of each of the Note Indentures. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, 55 and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any representation and warranty to the extent expressly made as of a specific another date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such other date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amendincrease, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty applicable (other than such representations as are made as of a specific earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendmentincrease, renewal or extension of a Letter of Credit 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), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension Acceptance of a Letter the proceeds of Credit the Loans 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than representations and warranty made as of warranties that relate to a specific earlier date, in which case so long as such representation representations and warranty shall have been warranties 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 Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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.. 104

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (but excluding any conversion or continuation of any Loan), and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 representation made under Section 3.05(c), which representation shall only be required to be made as of the Effective Date) shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any except, in each case, to the extent such representation and or warranty made as of a specific date, specifically relates to an earlier date in which case such representation and or warranty shall have been be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, an Issuing Bank or the Swingline Lender shall have received a Borrowing Request in accordance with the requirements hereof. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit or any Acceptance, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or such Acceptance, as applicable, except for any representation to the extent such representations and warranty made as of a specific date, warranties expressly relate to an earlier date (in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of to such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of CreditCredit or such Acceptance, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit or Acceptance 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 BorrowingBorrowing (other than the conversion or continuation of any Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for any such representation and or warranty that expressly relates to or is made expressly as of a specific earlier date, in which case such representation and or warranty shall have been be true and correct in all material respects with respect to or as of such specific earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing (other than the conversion or continuation of any Loan) and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any unless such representation and or warranty is expressly stated to have been made as of a specific datedate (such as the date hereof or the Effective Date), in which case such representation and warranty shall have been be true and correct in all material respects on and as of such specific date.; and (b) At at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the an Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Company set forth in this Agreement shall be true and correct in all material respects (except to the extent qualified by materiality, Material Adverse Effect or a similar qualifier, in which case it shall be true in correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except for to the extent that any such representation and warranty made as of a specific expressly relates to an earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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 BorrowingBorrowing (including on the Third Amendment and Restatement Effective Date), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Loan Documents shall be true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and there shall be no laws, rules, regulations or orders that would cause the making or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise unenforceable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal or extension of such Letter of Credit, as applicable, except for any representation with respect to representations and warranty warranties expressly made only as of a specific an earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, extension or renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuingcontinuing and the Borrower shall be in Pro Forma Compliance. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the each Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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, after the Effective Date, those set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (except, to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation and warranty made as of a specific applicable (unless stated to relate solely to an earlier date, in which case such representation representations and warranty warranties shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; provided that, for purposes of the foregoing, the proceeds of any such Borrowing shall be excluded for purposes of determining whether a Default has occurred under Section 6.09. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, 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 representation set forth in Section 3.01(e) hereof) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for in the case of any such representation and or warranty made as of a specific that expressly relates to an earlier date, in which case such representation and or warranty shall have been be so true and correct in all material respects on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation to the extent such representations and warranty made as of a specific warranties expressly relate to an earlier specified date, in which case such representation representations and warranty warranties shall have been true and correct in all material respects on and as of such earlier date. (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit 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), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Borrowers Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except for any representation applicable (other than those representations and warranty made as of warranties that expressly relate to a specific earlier date, in which case such representation and warranty shall have been be true and correct in all material respects as of such earlier date). (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing (exclusive of continuations and conversations of a Borrowing) and each issuance, amendment, renewal or extension of a Letter of Credit 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.