(p) Closing Date Material Adverse Effect. Since December 31, 2016, there shall have been no event, occurrence or development that, individually or in the aggregate, has had a Closing Date Material Adverse Effect.
(q) Default. No default or event of default shall exist under the Senior 2023 Notes Indenture, the Senior 2025 Notes Indenture or the Existing Term Credit Agreement.
(r) Non-Recourse Subsidiaries. Holdings and Borrower shall have satisfied the requirements of Section 5.20 that are required, by the terms of such Section, to be satisfied as of the Closing Date.
Notwithstanding anything to the contrary in this Section 3.1, to the extent any security interest in any of the intended Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of certificated stock certificates), or any evidence of insurance required by paragraph (j) of this Section 3.1 cannot be delivered, in each case after Credit Parties’ use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral or the delivery of such evidence of insurance, as applicable, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension on the Closing Date but such security interest(s) will be perfected, or such evidence of insurance shall be delivered, as applicable, in each case as required by Section 5.18.
SECTION 3.2. Conditions to Each Credit Extension.
(a) Conditions Precedent. The obligation of each Lender to make any Loan, or of each Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:
(i) Funding Notice. Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be, executed by an Authorized Officer in accordance with Section 2.2(b) or Section 2.4(b), as applicable.
(ii) Total Utilization of Revolving Commitments. After making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect.
(iii) Accuracy of Representations and Warranties. As of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; 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.
(iv) No Event of Default or a Default. As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension and the transactions to be consummated on such Credit Date that would constitute an Event of Default or a Default.