Common use of Conditions to All Credit Events Clause in Contracts

Conditions to All Credit Events. Except as provided in Section 2.19, the obligation of each Lender to make a Loan on the occasion of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each case, following the Closing Date 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 (except that any representation and warranty that is qualified by materiality 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 where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true 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 or Event of Default shall have occurred and be continuing; and (c) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or Letter of Credit Application, 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 applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.04.

Conditions to All Credit Events. Except as provided in Section 2.19, the The obligation of each any Lender to make a Loan on the occasion of any Borrowing including on the Initial Term A Funding Date Borrowing, and the Delayed Draw Funding Date obligation of any Issuing Lender to issue (but not a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend the term of) any Letter of Credit, in each case, following the Closing Date is subject to the satisfaction of the following conditions: (a) The the fact that the Closing Date shall have occurred; (b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02, or receipt by the Issuing Lender of a Letter of Credit Request as required by Section 3.03; (c) the fact that, immediately before and after giving effect to such Credit Event, no Default or Event of Default shall have occurred and be continuing; (d) the fact that the representations and warranties of the Borrowers set forth Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing or Credit Event; provided, however, that in the event the proceeds of any Credit Event, other than with respect to the first Credit Event hereunder, are to be applied by the Borrower to repay maturing commercial paper issued by the Borrower, the representation and warranty set forth in Section 5.04(c) need not be true and correct on the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date; (b) At Credit Event as to events or conditions occurring or arising after 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 continuingClosing Date; and (ce) The Administrative Agentsince December 31, Swingline Lender or Issuing Bank2003, as applicable, there shall have received been no change in the business, assets, financial condition or operations of the Borrower and its Consolidated Subsidiaries, considered as a Borrowing Requestwhole, Swingline which materially adversely affects the ability of the Borrower to perform any of its obligations under this Agreement or any other Loan Notice or Letter of Credit Application, as applicableDocument. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Event under this Agreement shall be deemed to constitute be a representation and warranty by the applicable Borrower on the date thereof of such Credit Event as to the matters facts specified in paragraphs clauses (ac), (d) and (be) of this Section 4.04Section.

Conditions to All Credit Events. Except as provided in Section 2.19, The obligation of the ------------------------------- Bank to make each Revolving Loan and the obligation of each Lender to make a Loan on the occasion of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation of Loans), and of the Issuing Banks Bank to issue, amend, issue (or renew or extend the term of) any Letter of Credit, in each case, following the Closing Date is Credit are subject to the satisfaction of the following conditions: (ai) The the fact that the Closing Date shall have occurred; (ii) in the case of Performance Letters of Credit, receipt by the Bank of a Notice of Issuance; (iii) the fact that, immediately after such Credit Event, (A) the aggregate outstanding principal amount of all Revolving Loans shall not exceed the lesser of (w) the Revolving Loan Commitment and (x) the Borrowing Base, (B) the aggregate amount of Performance Letter of Credit Liabilities will not exceed the lesser of (y) the Performance Letter of Credit Commitment and (z) the Borrowing Base, and (C) the aggregate amount of Credit Agreement Liabilities will not exceed the Borrowing Base (after giving effect to the application of the proceeds of any Revolving Loan then being made or Letter of Credit being issued); (iv) the fact that, immediately before and after such Credit Event, no Default shall have occurred and be continuing; and (v) the fact that the representations and warranties of the Borrowers set forth contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality 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 where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true 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 or Event of Default shall have occurred and be continuing; and (c) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or Letter of Credit Application, as applicableEvent. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Event hereunder shall be deemed to constitute be a representation and warranty by the applicable each Borrower on the date thereof of such Credit Event as to the matters facts specified in paragraphs clauses (aiii), (iv) and (bv) of this Section 4.04Section.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan Borrowing, and on the occasion date of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not each issuance, amendment, extension or renewal of a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in Credit (each case, following the Closing Date is subject to the satisfaction of the following conditions:such event being called a “Credit Event”): (a) The Applicable Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Applicable Issuing Bank and the Applicable Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.21(b) or, in the case of a Swing Line Loan, the Applicable Swing Line Lender and the Applicable Administrative Agent shall have received a notice requesting such Swing Line Loan as required by Section 2.23. (b) The representations and warranties of the Borrowers set forth in this Agreement Article III hereof and the in each other Loan Documents Document shall be true and correct in all material respects (except provided that to the extent any representation and warranty that is qualified by materiality shall be as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date of such Borrowing or Credit Event with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except where any to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is expressly made true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as of a specific earlier dateto “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be is true and correct in all material respects respects) as of any such earlier date;. (bc) At Each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and 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 applicableCredit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) With respect to Australian Revolving Borrowings only the Australian Administrative Agent shall have received, on behalf of themselves, the Lenders and the Issuing Banks: (i) evidence satisfactory to the Administrative Agent that the financial assistance shareholder approval process provided for in section 260B of the Australian Corporations Act allowing the Australian Borrower, Australian Holdco and the Australian Subsidiary Guarantors to provide financial assistance by entering into this Agreement and any other Loan Document has been completed (“Whitewash”), including (i) receiving copies of all corporate authorizations, explanatory statements and any other documents, forms or certificates necessary to complete the Whitewash process (all in form and substance reasonably satisfactory to the Administrative Agent); and (ii) evidence that all requisite forms have been lodged with the Australian Securities and Investments Commission and the 14 day statutory period referred to in section 260B(6) of the Australian Corporations Act has elapsed; (ii) the Australian Guarantee Agreement duly executed by the Australian Loan Parties party thereto; (iii) each Australian Security Document, duly executed by the Australian Loan Parties party thereto and, subject to Section 5.10, any other duly executed documents required by law or reasonably requested by the Australian Collateral Agent to enable the Australian Collateral Agent to stamp and register an Australian Security Document or any security interest arising under it with any Governmental Authority, in each case, necessary to create in favor of the Applicable Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such Australian Security Document; and (civ) The Administrative Agentthe results of searches obtained from the Australian Securities & Investments Commission and organization grantor searches of the PPS Register made with respect to the Australian Loan Parties together with copies of the financing statements (or similar documents) disclosed by such search, Swingline Lender and accompanied by evidence satisfactory to the Collateral Agents that the Liens indicated in any such financing statement (or Issuing Bank, as applicable, shall similar document) would be permitted under Section 6.02 or have received a Borrowing Request, Swingline Loan Notice been or Letter of Credit Application, as applicable. Each Borrowing and each issuance, amendment, renewal will be contemporaneously released or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower terminated on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.04Funding Date.

Conditions to All Credit Events. Except as provided in Section 2.19, The right of the obligation of each Lender Borrower to make a Loan issue one or more Commercial Paper Notes on the occasion of any Borrowing including Credit Event, the obligation of the Co-Agent to issue a Letter of Credit on the Initial Term A Funding Date occasion of any Credit Event, and the Delayed Draw Funding Date (but not a conversion or continuation of Loans), and obligation of the Issuing Banks to issuemake Advances under this Agreement shall in each case be subject to fulfillment of the following conditions, amendat or before the time of the issuance of such Commercial Paper Notes, renew or extend any the issuance of such Letter of Credit, in each caseor the making of such Advances, following as the Closing Date is subject case may be and after giving effect to such Borrowing and the satisfaction application of the following conditionsproceeds therefrom: (a) The There shall exist no Default or Event of Default; (b) All representations and warranties of by the Borrowers set forth in this Agreement Borrower contained herein (other than any representations and warranties which are, by their terms, expressly limited to the other Loan Documents date made or given) shall be true and correct in all material respects (except that respects, both before and after giving effect to such Credit Event and to the application of any representation proceeds of any Advances made on the date of such Credit Event, with the same effect as though such representations and warranty that is qualified by materiality shall be true and correct in all respects) warranties had been made 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 where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier dateCredit Event; (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; and (c) Since the date of the most recent of the financial statements described in Section 8.12 or delivered pursuant to Section 9.12, there shall have been no change which has had or could reasonably be expected to have a materially adverse effect on the business, property or assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (d) There shall be no action, suit or proceeding pending, or to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any of the properties of the Borrower or any of its Subsidiaries before any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, without limitation, the SEC, and any regulatory commission of any jurisdiction) which (i) singly or in the aggregate, reasonably could be expected to have a materially adverse effect on the business, property or assets or financial condition of the Borrower and its Subsidiaries taken as a whole, or (ii) seeks to prohibit or restrict any Credit Party's ownership or operation of any material portion of its business or assets or to compel any Credit Party to dispose of or hold separate all or any material portion of its businesses or assets, which reasonably could be expected to have a material adverse effect on the business, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (e) Such Credit Event and use of proceeds thereof shall not result in a violation of any Requirement of Law or any Contractual Obligation applicable to the Borrower or any Subsidiary of the Borrower; (f) The Administrative Agent or the Co-Agent, Swingline Lender or Issuing Bank, as applicableappropriate, shall have received a Borrowing RequestCertificate for any Loan, Swingline Loan Notice or Letter of Credit Application, 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 duly executed by the applicable Borrower; (g) If such Credit Event is subsequent to the initial Credit Event, the Agent and the Co-Agent shall have received such other documents, certificates, approvals or filings as the Agent and the Co-Agent may have reasonably requested in connection with such subsequent Credit Event; (h) If such Credit Event is subsequent to the initial Credit Event, and if the Credit Event involves adding or removing any Credit Party or Credit Document or extending the Credit Expiration Date, the Agent shall have received such opinions (including reliance letters) as the Agent or the Co-Agent may have reasonably requested in connection with such subsequent Credit Event; and (i) If such Credit Event is subsequent to the initial Credit Event, and if the Borrower on has formed or acquired any Subsidiaries since the date thereof as to of the matters specified in paragraphs (a) and (b) of this most recent Credit Event, the Borrower shall have complied with Section 4.049.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan on the occasion making of any Borrowing including on Loan or the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation issuance of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each caseboth at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, the following the Closing Date is subject statements shall be true to the satisfaction of the following conditions:Administrative Agent (and each delivery or deemed delivery of each Notice of Borrowing and a Letter of Credit Request, and the acceptance by the Borrower of the proceeds of such Loan or issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Loan or issuance of such Letter of Credit at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (a) The the representations and warranties of the Borrowers set forth contained in this Credit Agreement and the in each other Loan Documents shall be Credit Document are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, Credit as applicablethough made on and as of such date, except where any representation to the extent that such representations and warranty is warranties expressly made relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date); (b) At the time of no event has occurred and immediately after giving effect to is continuing, or would result from such Borrowing Loan or the issuance, amendment, renewal or extension issuance of such any Letter of CreditCredit or the application of the proceeds thereof, as applicable, no which would constitute a Default or an Event of Default shall have occurred and be continuingDefault; and (c) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or with respect to the issuance of any Letter of Credit ApplicationCredit, as applicable. Each Borrowing none of the events set forth in Section 3.1 hereof has occurred and each issuance, amendment, renewal is continuing or extension would result from the issuance of a such Letter of Credit. The acceptance of the benefits of each Credit Event shall be deemed to constitute a representation and warranty by each Credit Party to each of the Lenders that all of the applicable Borrower on conditions specified above exist as of the date thereof as of such Credit Event. All of the certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the matters Administrative Agent at the location where the closing occurs for the account of each of the Lenders and, except for the Revolving Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance as specified in paragraphs (a) and (b) of this Section 4.04herein or otherwise satisfactory to the Administrative Agent.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan Borrowing and on the occasion date of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not each issuance, amendment, extension or renewal of a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in Credit (each case, following the Closing Date is subject to the satisfaction of the following conditions:such event being called a “Credit Event”): (a) The Applicable Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Applicable Issuing Bank and the Applicable Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.21(b) or, in the case of a Swing Line Loan, the Applicable Swing Line Lender and the Applicable Administrative Agent shall have received a notice requesting such Swing Line Loan as required by Section 2.23. (b) The representations and warranties of the Borrowers set forth in this Agreement Article III hereof and the in each other Loan Documents Document shall be true and correct in all material respects (except provided that to the extent any representation and warranty that is qualified by materiality shall be as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date of such Borrowing or Credit Event with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except where any to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is expressly made true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as of a specific earlier dateto “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be is true and correct in all material respects respects) as of any such earlier date;. (bc) At Each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and 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 applicableCredit Event, no Event of Default or Event of Default shall have occurred and be continuing; and. (cd) The Administrative AgentImmediately after giving effect to such Borrowing, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or Letter of Credit Application, as applicableno mandatory prepayment would be required under Section 2.12(d). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower Borrowers on the date thereof of such Credit Event as to the matters specified in paragraphs (ab), (c) and (bd) of this Section 4.044.01.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan on the occasion making of any Borrowing including on Loan or the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation issuance of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each caseboth at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, the following the Closing Date is subject statements shall be true to the satisfaction of the following conditions:Administrative Agent (and each delivery or deemed delivery of each Notice of Borrowing and a Letter of Credit Request, and the acceptance by the Borrower of the proceeds of such Loan or the issuance of such Letter of Credit, shall constitute a representation and warranty by each of Holdings and the Borrower that on the date of such Loan or issuance of such Letter of Credit at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (a) The the representations and warranties of the Borrowers set forth contained in this Credit Agreement and the in each other Loan Documents shall be Credit Document are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing Loan or issuance of such Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (b) no event has occurred and is continuing, or would result from such Loan or the date issuance of issuanceany Letter of Credit or the application of the proceeds thereof, amendmentwhich would constitute a Default or an Event of Default; (c) with respect to the issuance of any Letter of Credit, renewal none of the events set forth in Section 3.1 has occurred and is continuing or extension would result from the issuance of such Letter of Credit, as applicable, except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true 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 or Event of Default shall have occurred and be continuing; and (cd) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or Letter of Credit Application, as applicable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit there shall be deemed no requirement to make a mandatory payment of Revolving Loans pursuant to Section 2.5(d) that has not been satisfied. The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all of the applicable Borrower on conditions specified above exist as of the date thereof as of such Credit Event. All of the certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the matters Administrative Agent at the location where the closing occurs for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance as specified in paragraphs (a) and (b) of this Section 4.04herein or otherwise satisfactory to the Administrative Agent.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan Borrowing, and on the occasion date of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not each issuance, amendment, extension or renewal of a conversion or continuation of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in Credit (each case, following the Closing Date is subject to the satisfaction of the following conditions:such event being called a “Credit Event”): (a) The Applicable Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Applicable Issuing Bank and the Applicable Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.21(b) or, in the case of a Swing Line Loan, the Applicable Swing Line Lender and the Applicable Administrative Agent shall have received a notice requesting such Swing Line Loan as required by Section 2.23. (b) The representations and warranties of the Borrowers set forth in this Agreement Article III hereof and the in each other Loan Documents Document shall be true and correct in all material respects (except provided that to the extent any representation and warranty that is qualified by materiality shall be as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the date of such Borrowing or Credit Event with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except where any to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is expressly made true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as of a specific earlier dateto “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be is true and correct in all material respects respects) as of any such earlier date;. (bc) At Each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and 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 applicableCredit Event, no Event of Default or Event of Default shall have occurred and be continuing. (d) With respect to Australian Revolving Borrowings only the Australian Administrative Agent shall have received, on behalf of themselves, the Lenders and the Issuing Banks: (i) evidence satisfactory to the Administrative Agent that the financial assistance shareholder approval process provided for in section 260B of the Australian Corporations Act allowing the Australian Borrower, Australian Holdco and the Australian Subsidiary Guarantors to provide financial assistance by entering into this Agreement and any other Loan Document has been completed (“Whitewash”), including (i) receiving copies of all corporate authorizations, explanatory statements and any other documents, forms or certificates necessary to complete the Whitewash process (all in form and substance reasonably satisfactory to the Administrative Agent); and (ii) evidence that all requisite forms have been lodged with the Australian Securities and Investments Commission and the 14 day statutory period referred to in section 260B(6) of the Australian Corporations Act has elapsed; (ii) the Australian Guarantee Agreement duly executed by the Australian Loan Parties party thereto; (iii) each Australian Security Document, duly executed by the Australian Loan Parties party thereto and, subject to Section 5.10, any other duly executed documents required by law or reasonably requested by the Australian Collateral Agent to enable the Australian Collateral Agent to stamp and register an Australian Security Document or any security interest arising under it with any Governmental Authority, in each case, necessary to create in favor of the Applicable Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such Australian Security Document; and (civ) The Administrative Agentthe results of searches obtained from the Australian Securities & Investments Commission and organization grantor searches of the PPS Register made with respect to the Australian Loan Parties together with copies of the financing statements (or similar documents) disclosed by such search, Swingline Lender and accompanied by evidence satisfactory to the Collateral Agents that the Liens indicated in any such financing statement (or Issuing Bank, as applicable, shall similar document) would be permitted under Section 6.02 or have received a Borrowing Request, Swingline Loan Notice been or Letter of Credit Application, as applicablewill be contemporaneously released or terminated on the Funding Date. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower Borrowers on the date thereof of such Credit Event as to the matters specified in paragraphs (ab) and (bc) of this Section 4.044.01.

Conditions to All Credit Events. Except as provided in Section 2.19, the The obligation of each any Issuing Lender to issue (or renew or extend the term of) any Letter of Credit or to make a Loan on the occasion in respect of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation of Loans)Liquidity Drawing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each case, following the Closing Date is subject to the satisfaction of the following conditions: (a) The receipt by an Issuing Lender of a Letter of Credit Request as required by Section 3.03 (other than with respect to a Loan deemed requested pursuant to Section 2.11(c)); (b) the fact that, immediately before and after giving effect to such Credit Event, no Default or Event of Default shall have occurred and be continuing on the date of such Credit Event or after giving effect to such Credit Event requested to be made on such date; and (c) the fact that the representations and warranties of the Borrowers set forth Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality 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 applicableCredit Event, except where any representation to the extent that such representations and warranty is expressly made as of a specific warranties specifically refer to an earlier date, in which case they were true and correct as of such representation earlier date and warranty except for the representations in Section 5.04(b), Section 5.05 and Section 5.13, which shall be true in all material respects deemed only to relate to the matters referred to therein on and as of any such earlier date;the Effective Date; and (bd) At with respect to the time making of any Loan, immediately before and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableLoan, no Default event of default or Event of Default other similar condition or event (however described) under the applicable Bond Indenture shall have occurred and be continuing; and (c) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or Letter of Credit Application, as applicable. Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Event under this Agreement shall be deemed to constitute be a representation and warranty by the applicable Borrower on the date thereof of such Credit Event as to the matters facts specified in paragraphs clauses (ab) and (bc) (and, with respect to the making of any Loan, clause (d)) of this Section 4.04Section.

Conditions to All Credit Events. Except as provided in Section 2.19, the The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or CDOR Rate Loans bearing interest by reference to the CDOR Screen Rate), the obligation of the Swingline Lender to make a Swingline Loan on and the occasion obligation of any Borrowing including on the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation of Loans), and of the Issuing Banks Bank to issue, amend, renew amend or extend any Letter of Credit, in each case, following the Closing Date is subject to the satisfaction (or waiver in accordance with Section 11.01) of the following conditionsconditions precedent: (a) The representations and warranties of the Borrowers set forth contained in Article V of this Agreement and the or in any other Loan Documents Document shall be true and correct in all material respects (except that any representation to the extent such representations and warranty that is warranties are qualified by materiality materiality, in which case, they shall be true and correct in all respects) ), on and as of the date of such Borrowing or the date of issuance, amendmentamendment or extension of such Letter of Credit, renewal as applicable (or, for the purposes of Section 4.01(a)(v), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default shall exist, or (other than for purposes of Section 4.01(a)(v), to the extent no Credit Event occurs on the Closing Date) would result from such proposed Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true 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 or Event of Default shall have occurred and be continuing; and. (c) The In the case of any Committed Loan, the Administrative Agent, Swingline Lender or Issuing Bank, as applicable, Agent shall have received a Request for Borrowing Requestin accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, Swingline then the conditions of Section 2.13 to the designation of such Borrower as a Designated Borrower shall have been met. (e) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, or any other event, in each case, which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Committed Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or Letter a continuation of Credit ApplicationEurocurrency Rate Loans or CDOR Rate Loans) submitted by the Company, as applicable. Each each Borrowing of Swingline Loans and each issuance, amendment, renewal amendment or extension of a Letter of Credit Credit, in each case, shall be deemed to constitute be a representation and warranty by that the applicable Borrower on the date thereof as to the matters conditions specified in paragraphs (aSections 4.02(a) and (b) have been satisfied on and as of this Section 4.04the date of the applicable Borrowing, issuance, amendment or extension or as of such earlier date, as applicable.

Conditions to All Credit Events. Except as provided in Section 2.19, On the obligation date of each Lender to make a Loan on the occasion making of any Borrowing including on Loan or the Initial Term A Funding Date and the Delayed Draw Funding Date (but not a conversion or continuation issuance of Loans), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, in each caseboth at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, the following the Closing Date is subject statements shall be true to the satisfaction of the following conditions:Administrative Agent (and each delivery or deemed delivery of each Notice of Borrowing and a Letter of Credit Request, and the acceptance by the Borrower of the proceeds of such Loan or the issuance of such Letter of Credit, shall constitute a representation and warranty by each of Holdings and the Borrower that on the date of such Loan or issuance of such Letter of Credit at the time of making thereof and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): (a) The the representations and warranties of the Borrowers set forth contained in this Credit Agreement and the in each other Loan Documents shall be Credit Document are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing Loan or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, Credit as applicablethough made on and as of such date, except where any representation to the extent that such representations and warranty is warranties expressly made relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date); (b) At the time of no event has occurred and immediately after giving effect to is continuing, or would result from such Borrowing Loan or the issuance, amendment, renewal or extension issuance of such any Letter of CreditCredit or the application of the proceeds thereof, as applicable, no which would constitute a Default or an Event of Default shall have occurred and be continuingDefault; and (c) The Administrative Agent, Swingline Lender or Issuing Bank, as applicable, shall have received a Borrowing Request, Swingline Loan Notice or with respect to the issuance of any Letter of Credit ApplicationCredit, as applicable. Each Borrowing none of the events set forth in Section 3.1 has occurred and each issuance, amendment, renewal is continuing or extension would result from the issuance of a such Letter of Credit. The acceptance of the benefits of each Credit Event shall be deemed to constitute a representation and warranty by each Credit Party to each of the Lenders that all of the applicable Borrower on conditions specified above exist as of the date thereof as of such Credit Event. All of the certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the matters Administrative Agent at the location where the closing occurs for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance as specified in paragraphs (a) and (b) of this Section 4.04herein or otherwise satisfactory to the Administrative Agent.