Common use of Conditions to All Credit Extensions after the Closing Date Clause in Contracts

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Letter of Loans to the other TypeCredit, or a continuation of Eurocurrency Rate Loans and other than a if such Request for Credit Extension in connection with an Incremental Amendmentis for a Letter of Credit, which shall be governed by Section 2.14(d)) the obligation of the applicable L/C Issuer to honor such Request for Credit Extension, after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and correct in all material respects (except that after giving effect to any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedqualification therein) on and as of the date of such Credit Extension with Extension, and each of the same effect as though made representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such dateCredit Extension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) with respect to any Request for Credit Extension with respect to Loans to be made on the Closing Date or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans, (ii) a Borrowing of Term B-1 Loans on the ETM Acquisition Closing Date and other than (iii) a Request for Credit Extension of an Incremental Facility in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)a Limited Condition Acquisition) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Receipt of a Request for Credit Extension, which shall include a certification that the Borrowing is permitted under the Senior Notes Indenture if the Senior Notes remain outstanding at the time of such Borrowing. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, Amendment which shall be governed by Section 2.14(d)2.14 or a Refinancing Amendment which shall be governed by Section 2.15) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) with respect to any Request for Credit Extension with respect to Loans to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansLoans or (iii) in connection with an Incremental Amendment which shall be governed by Section 2.14, a Refinancing Amendment which shall be governed by Section 2.15) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Letter of Loans to the other TypeCredit, or a continuation of Eurocurrency Rate Loans and other than a if such Request for Credit Extension in connection with an Incremental Amendmentis for a Letter of Credit, which shall be governed by Section 2.14(d)) the obligation of the applicable L/C Issuer to honor such Request for Credit Extension, after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and correct in all material respects (except that after giving effect to any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedqualification therein) on and as of the date of such Credit Extension with Extension, and each of the same effect as though made representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such dateCredit Extension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Credit Extension to be made on the Closing Date or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction of the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedif qualified by materiality) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except (i) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier datedate and (ii) that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished prior to the Closing Date or pursuant to Section 6.01(a) and Section 6.01(b). (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. . (d) Each Request for Credit Extension (other than (i) a Credit Extension to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(iSection 4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall 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 (after giving effect to any qualification therein) in all respects on such respective dates. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each VI or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Solely with respect to any Credit Extension under the Revolving Credit Facility, if as of the date of such Credit Extension and after giving effect thereto, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) shall exceed 30.0% of the Total Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of the prior fiscal quarter to determine if Holdings would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (after giving pro forma effect to such Credit Extension). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Parent Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall 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 (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom; provided, that if the Compliance Certificate for the most recently ended fiscal quarter for which a Compliance Certificate either has been or was required to have been delivered pursuant to Section 6.02(a), does not include a calculation of the Financial Covenant because the Financial Covenant was not required to be tested as of the last day of such fiscal quarter, the obligations of each Revolving Credit Lender to make Revolving Credit Loans and each L/C Issuer to issue Letters of Credit shall be subject to delivery to the Administrative Agent for prompt further distribution to each Revolving Credit Lender or L/C Issuer, as applicable, of the calculation of the Financial Covenant as of the last day of such fiscal quarter demonstrating compliance with the Financial Covenant as of the last day of such fiscal quarter (on an actual, and not a pro forma, basis as of the last day of such fiscal quarter and not giving effect to any transaction, including any Credit Extension, thereafter). (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)on the relevant Increase Effective Date) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each the Loan Party set forth Parties contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any in the case of a representation and or warranty that is qualified as to “materiality” by materiality or “Material Adverse Effect” Effect or similar language, in which case such representation or warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with (other than the same effect as though representations and warranties in Section 5.05(c) and Section 5.22, which shall be made on and only as of such datethe Closing Date), except to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to an earlier date, in which case they such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each such Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans on the relevant Increase Effective Date) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The After the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each the Loan Party Parties contained in Article V (excluding the representations and warranties set forth in Article 5 Section 5.05(c), Section 5.06 and Section 5.13) and, in each other Loan Document the case of any L/C Credit Extension, in the applicable Issuer Documents, shall be true and correct in all material respects (except that or, with respect to any representation and or warranty that is qualified as by reference to “materiality” materiality or “Material Adverse Effect” shall be true and correct , in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(i4.03(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)SOFR Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to satisfaction or due waiver of the following conditions precedent: (ia) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), theThe representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedto the extent any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects to the extent any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (iib) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), noNo Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof and, in the case of the borrowing of a Delayed Draw Term Loan, such Request for Credit Extension shall have been delivered to the Administrative Agent and the Lenders holding Delayed Draw Commitments at least ten (10) Business Days prior to such date of Borrowing. (d) In the case of any Borrowing of any Delayed Draw Term Loan, immediately after giving effect to such transaction on a Pro Forma Basis and subject to the provisions in Section 1.02(i), the First Lien Net Leverage Ratio shall not exceed 5.00 to 1.00. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansSOFR Loans and other than a Request for Credit Extension in connection with an Incremental Amendment) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent:precedent (subject to the limitations set forth in Section 2.14(e)): (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the Lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor make a Revolving Loan, and of each Issuing Bank to issue, amend, renew or extend any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Letter of Loans to the other TypeCredit, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) each case after the Closing Date Date, is subject to the following conditions precedent: (ia) The the receipt by the Administrative Agent of a Borrowing Request in accordance with the terms of Section 2.03 (Requests for Borrowings) and, if applicable, a Letter of Credit Application in accordance with the terms of Section 2.04 (Letters of Credit); (b) the representations and warranties of each Loan Party set forth in Article 5 III and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension Borrowing or issue, amendment, renewal or extension of such Letter of Credit, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.; and (iic) No no Default or Event of Default shall exist and be continuing or would immediately result from such proposed Borrowing or other Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Borrowing Request for or Letter of Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) Application submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(b) and (iic) (or, in the case of a Request request for a Credit Extension in connection with for an Incremental AmendmentFacility), the conditions specified in Section 2.14(d)2.21 (Incremental Facilities) have been satisfied on and as of the date of the applicable Borrowing or other Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed 2018 Incremental Term Loan, Delayed Draw Term Loan or a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension CDOR Rate Loans or (except as otherwise set forth herein or in connection with an the applicable Incremental Amendment, which shall be governed by Section 2.14(d)) a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except for representations and warranties that any representation are already qualified by materiality, which representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” warranties shall be true and correct in all respects as so qualifiedafter giving effect to such materiality qualifier) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate LoansLoans and CDOR Rate Loans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Conversion or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Continuation Notice) after the Closing Date is subject to satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Conversion or a continuation of Eurocurrency Rate LoansContinuation Notice) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each VI or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Solely with respect to any Credit Extension under the Revolving Credit Facility, if as of the date of such Credit Extension and after giving effect thereto, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) shall exceed 30.0% of the Total Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of the prior fiscal quarter to determine if Holdings would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (after giving pro forma effect to such Credit Extension). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate RateTerm Benchmark Loans, or a Borrowing of Incremental Term Loans and other than a Request for Credit Extension pursuant to any Incremental Amendment in connection with which Borrower has made an Incremental Amendment, which shall be governed by Section 2.14(d)LCT Election) after the Closing Date is subject to the following conditions precedent: (i1) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedwithout duplication of materiality qualifiers) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of materiality qualifiers) as of such earlier date. 134 (2) At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii3) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate LoansRateTerm Benchmark Loans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) After giving effect to any requested Credit Extension, the aggregate outstanding amount of all Total Outstandings does not exceed the Line Cap at such time. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)iv) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as of such earlier daterespects. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) In the case of any incurrence of a Revolving Credit Loan or a Swing Line Loan or the issuance of a Letter of Credit (other than (1) any Borrowing of Revolving Credit Loans to reimburse an Unreimbursed Amount or (2) any Credit Extension, if after giving effect (on a Pro Forma Basis) to such Credit Extension, the Outstanding Amount of Revolving Credit Loans (including the Outstanding Amount of Swing Line Loans and the aggregate Outstanding Amount of L/C Obligations, but excluding (i) all Letters of Credit that are Cash Collateralized and (ii) non-Cash Collateralized Letters of Credit in an aggregate amount not to exceed $20,000,000) does not exceed 15% of the total Revolving Credit Commitments of all Revolving Credit Lenders), the Consolidated Secured Debt Ratio for the most recently ended Test Period, calculated without giving effect to such Credit Extension, shall be less than or equal to 2.50 to 1.00. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (iiiv) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)if applicable) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) If, after giving effect to such Request for Credit Extension, the Revolver Usage would exceed (a) during the Amendment No. Each 3 Relief Period, $0 or (b) following the Amendment No. 3 Relief Period, 30% of the aggregate principal amount of the Revolving Credit Commitments, then, for each of clauses (a) and (b) above, the Borrower shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11; provided that from the Amendment No. 3 Effective Date until August 14, 2020, such compliance requirement shall only require that a Responsible Officer of the Borrower certify that the Borrower expects to be in compliance with Section 7.11 as of June 30, 2020.Each Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)iv) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth the Borrower contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (except provided that any such representation and warranty that is qualified as to “materiality” or ”, “Material Adverse Effect” or similar language shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such daterespects), except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a), (b), (c) and (d) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a)(i), (a)(ii), (b)(i) and (b)(ii), respectively, and except that, to the extent such representations and warranties relate to the Acquired Business and are given at any time with respect to any period prior to or on the date of the initial Credit Extension hereunder, such representations and warranties shall be limited to those set forth in Section 5.01 (excluding clause (c) thereof), the matters set forth in clause (I) of Section 5.02, Section 5.04, Section 5.14, Section 5.18 and Section 5.19. (iib) No Default shall exist exist, or would result from exist after such proposed Credit Extension or from and the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Subject to Section 1.07, the obligation of each Lender to honor any Request for Credit Extension (other than with respect to a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each any other Loan Document shall be true and correct in all material respects (except that or, if any such representation and or warranty that is by its terms qualified as by concepts of materiality or reference to “materiality” or “Material Adverse Effect” , such representation or warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, after the delivery of financial statements pursuant to Section 6.01(a) and (b), the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b). (iib) No Default shall exist have occurred and be continuing, or would result from exist upon giving effect to such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; provided, however, that no Letter of Credit Applications shall be required in connection with the Existing Letters of Credit becoming Letters of Credit issued hereunder pursuant to Section 2.03(a)(i). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate LoansLoans and any Letter of Credit Application with respect to an amendment to a Letter of Credit that does not extend the expiry date thereof or increase the amount thereof) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The After the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than (i) with respect to a Limited Condition Transaction and (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental AmendmentLoans, which shall be governed by Section 2.14(d)but including Additional Facility Loans, as applicable) after the Closing Date is subject to the satisfaction or waiver of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and each Loan Party in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or Alternative L/C Issuer or the Swing Line Lender Lender, as applicable, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) It shall not be unlawful in any applicable jurisdiction for that Lender to perform its obligations to make the relevant Credit Extension on the date of such Credit Extension, as applicable. Each Request for Credit Extension after the Closing Date (other than (i) with respect to a Limited Condition Transaction and (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans, as applicable) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.03(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date (other than pursuant to a Conversion/Continuation Notice) is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and in correct on and as of the date of such Credit Extension, and each of the representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent: (ia) The representations and warranties of the Borrower and each Loan other Credit Party set forth contained in Article 5 and in each 6 or any other Loan Credit Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (iib) No Other than in connection with the initial Credit Extensions on the Closing Date, no Default or Event of Default shall exist immediately before or would result from immediately after giving effect to such proposed Credit Extension or from the application of the proceeds therefromExtension. (iiic) The Administrative Agent and, if applicableAgent, the relevant L/C Issuer or and/or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other TypeTypes of Loans, or a continuation of Eurocurrency Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(iSection 5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied (to the extent such conditions are required to be satisfied with respect to such Credit Extension) on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)SOFR Loans) after the Closing Date is subject to the following conditions precedent: : (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to -111- “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed 2018 Incremental Term Loan, Delayed Draw Term Loan or a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency RateTerm SOFR Loans and CDOR Rate Loans and other than a Request for Credit Extension or (except as otherwise set forth herein or in connection with an the applicable Incremental Amendment, which shall be governed by Section 2.14(d)) a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except for representations and warranties that any representation are already qualified by materiality, which representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” warranties shall be true and correct in all respects as so qualifiedafter giving effect to such materiality qualifier) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency RateTerm SOFR Loans and CDOR Rate LoansLoans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) made after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Company contained in Article V (other than Sections 5.05(c) and 5.06(b)) shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.04, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and additionally, if such Credit Extension shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Default shall have occurred or be continuing or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If such Credit Extension shall have been requested by a Designated Subsidiary, such Designated Subsidiary shall not be the subject of proceeding under any Debtor Relief Law. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.02(i4.04(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date (in the case of any Incremental Loan, subject to Section 2.14(d)(i) and, in the case of any Incremental Loan or other Credit Extension to finance a Limited Condition Transaction, subject to Section 1.11(g), and, for the avoidance of doubt, excluding any conversion or continuation of any Loan pursuant to Section 2.02), is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects). (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) With respect to the funding of any Delayed Draw Term Loan, on a pro forma basis immediately after and immediately before giving effect to the making of any Delayed Draw Term Loan, (a) the Consolidated Total Net Leverage Ratio shall be equal to or less than 4.50:1.00 and (b) the Loan Parties shall be in compliance with Section 5.11 and Section 6.15. Each Request for Credit Extension (in the case of any Incremental Loan, subject to Section 2.14(d)(i) and, in the case of any Incremental Loan or other than Credit Extension to finance a Committed Loan Notice requesting only a Limited Condition Transaction, subject to Section 1.11(g), and excluding, for the avoidance of doubt, any conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loansany Loan pursuant to Section 2.02) submitted by the Parent Lead Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) ), and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit ExtensionExtension to the extent referred by this Section 4.02.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each VI or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar |US-DOCS\126402975.16140630557.8|| language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) Solely with respect to any Credit Extension under the Revolving Credit Facility, if as of the date of such Credit Extension and after giving effect thereto, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) shall exceed 30.0% of the Total Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of the prior fiscal quarter to determine if Holdings would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal quarter (after giving pro forma effect to such Credit Extension). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)on the relevant Increase Effective Date) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each the Loan Party set forth Parties contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any in the case of a representation and or warranty that is qualified as to “materiality” by materiality or “Material Adverse Effect” Effect or similar language, in which case such representation or warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with the same effect as though (other than thesuch representations and warranties which are expressly made on and only as of such datethe Closing Date or the Third Amendment Effective Date, as applicable, including but not limited to those set forth in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to an earlier date, in which case they such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each such Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans on the relevant Increase Effective Date) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance an Investment (including an acquisition) permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans, or a Borrowing of Incremental Term Loans and other than a Request for Credit Extension pursuant to any Incremental Amendment in connection with which Borrower has made an Incremental Amendment, which shall be governed by Section 2.14(d)LCT Election) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedwithout duplication of materiality qualifiers) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of materiality qualifiers) as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate LoansLoans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each . (iv) If, after giving effect to such Request for Credit Extension Extension, the Revolver Usage would exceed (other than a Committed Loan Notice requesting only a conversion a) during the Amendment No. 3 Relief Period, $0 or (b) following the Amendment No. 3 Relief Period, 30% of Loans to the other Typeaggregate principal amount of the Revolving Credit Commitments, or a continuation then, for each of Eurocurrency Rate Loansclauses (a) submitted by and (b) above, the Parent Borrower shall be deemed in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11; provided that from the Amendment No. 3 Effective Date until August 14, 2020, such compliance requirement shall only require that a Responsible Officer of the Borrower certify that the Borrower expects to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection compliance with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and 7.11 as of the date of the applicable Credit ExtensionJune 30, 2020.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date (in the case of any Incremental Loan, subject to Section 2.14(d)(i) and, in the case of any Incremental Loan or other Credit Extension to finance a Limited Condition Transaction, subject to Section 1.11(g), and, for the avoidance of doubt, excluding any conversion or continuation of any Loan pursuant to Section 2.02), is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects). (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) With respect to the funding of any Delayed Draw Term Loan, on a pro forma basis immediately after and immediately before giving effect to the making of any Delayed Draw Term Loan, (a) the Consolidated Total Net Leverage Ratio shall be equal to or less than 4.50:1.00 and (b) the Loan Parties shall be in compliance with Section 5.11 and Section 6.15. Each Request for Credit Extension (in the case of any Incremental Loan, subject to Section 2.14(d)(i) and, in the case of any Incremental Loan or other than Credit Extension to finance a Committed Loan Notice requesting only a Limited Condition Transaction, subject to Section 1.11(g), and excluding, for the avoidance of doubt, any conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loansany Loan pursuant to Section 2.02) submitted by the Parent Lead Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or), in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.and

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Credit Extension to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than or (iii) a Request for Credit Extension in connection with an Incremental Amendmentrespect of commitments for Refinancing Term Loans or Replacement Revolving Credit Commitments, which shall be governed by Section 2.14(d)commitments for Extended Term Loans or Extended Revolving Credit Commitments) after the Closing Date is subject to satisfaction or waiver by the Required Lenders of solely the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedif qualified by materiality) on and as of the date of such Credit Extension with (except in the same effect as though made on case of any representation and as of warranty which expressly relates to a given date or period, such date, except to the extent such representations representation and warranties expressly relate to an earlier date, in which case they warranty shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier datethe respective date or for the respective period, as the case may be). (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Credit Extension to be made on the Closing Date or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(iSection 4.02(a) and (ii) (orSection 4.02(b), in the case of a Request for Credit Extension in connection with an Incremental Amendmentas applicable, the conditions specified in Section 2.14(d)) have been satisfied or waived by the Required Lenders on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate RateSOFR Loans and other than or (except as otherwise set forth in Section 2.14, 2.15, 2.17, 2.18 or 10.01) a Request for Credit Extension in connection with an Borrowing pursuant to any Incremental Amendment, which shall be governed by Section 2.14(d)2.15, 2.16, 2.17, 2.18 or with respect to any Replacement Term Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate LoansRateSOFR Loans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. (ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(iSection 4.03(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent:precedent (subject to Section 2.16 in the case of any Incremental Term Facility in connection with any Limited Condition Acquisition): (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each this Agreement or any other Loan Document Document, shall be true and correct in all material respects (except that any representation and warranty that is or if qualified as to “materiality” by materiality or “Material Adverse Effect” shall be true and correct material adverse effect, in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of such earlier date. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date (other than pursuant to a Conversion/Continuation Notice) is subject to Section 11.25 and the following conditions precedent: (ia) The representations and warranties of each Borrower and each other Loan Party set forth contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and in correct on and as of the date of such Credit Extension, and each of the representations and warranties of each Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in clause (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.03(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent applicable Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendmentor SOFR Loans, which shall be governed by Section 2.14(d)as applicable) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer Issuers or the relevant Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans or SOFR Loans, as applicable) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, (i) the effectiveness of any Refinancing Amendment shall be subject only to the conditions precedent set forth in Section 2.15(b) and such conditions as are mutually agreed between the Borrower and the Lenders party to the applicable amendment and (ii) the effectiveness of any Extension Amendment shall be subject only to the conditions precedent set forth in Section 2.16(d) and to such conditions as are mutually agreed between the Borrower and the Lenders party to the Extension Amendment, the absence of any Event of Default and such conditions as are mutually agreed between the Borrower and the Lenders party to the applicable amendment.

Conditions to All Credit Extensions after the Closing Date. The Subject to Section 1.10, the obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Term SOFR Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each VI or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Term SOFR Loans) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed SOFR Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans SOFR Loans) and other than a Request for each L/C Issuer to issue each Letter of Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (ia) The the representations and warranties of each Loan Party set forth contained in Article 5 and V or in each any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except (i) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. , (ii) No in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.; (b) no Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; (iiic) The Administrative the Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements hereof; (d) since the date of the Audited Financial Statements February 3, 2024, no event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred; and (e) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed SOFR Loan Notice requesting only a conversion of Committed Loans to the other Type, or into another Type and/or a continuation of Eurocurrency Rate SOFR Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders otherwise direct the Agent to cease making Loans and the L/C Issuer to cease issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Credit Extension to be made on the Closing Date or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction of the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedif qualified by materiality) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except (i) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier datedate and (ii) that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished prior to the Closing Date or pursuant to Section 6.01(a) and Section 6.01(b). (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant any L/C Issuer or the any Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. . (d) Each Request for Credit Extension (other than (i) a Credit Extension to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(iSection 4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (a) In the case of any Request for Credit Extension for Certain Funds Purposes during the Certain Funds Period, (i) The representations no Certain Funds Default is continuing or would result from the proposed Credit Extension, (ii) all the Certain Funds Representations are true and warranties of each Loan Party set forth in Article 5 and in each other Loan Document shall be correct, or if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects and (except that iii) the condition set forth in Section 4.02(g) is satisfied with respect to such Credit Extension. (b) In the case of any representation other Request for Credit Extension, (i) the representations and warranty that is qualified as to “materiality” warranties of the Company and each other Loan Party contained in Article V or “Material Adverse Effect” any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. , and except that for purposes of this Section 4.03, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) or (b), as applicable, (ii) No no Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof and (iii) there is no injunction, restraining order or equivalent prohibition on any Lender making and such Credit Extension. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof to the extent such request is being made. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.18 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.03(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency LIBOR Rate Loans) submitted by the Parent applicable Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans Loans) and other than a Request for each L/C Issuer to issue each Letter of Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (ia) The the representations and warranties of each Loan Party set forth contained in Article 5 and V or in each any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except (i) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that, if the initial Loans made in connection with a Commitment Increase (other than any such Loans deemed made as a result of reallocation of outstanding Loans in connection with the establishment of such Commitment Increase) are used solely to fund a Permitted Acquisition (including, without limitation, the payment of fees and expenses and related transaction costs in connection therewith and the repayment of Indebtedness of the Person being acquired (or relating to the assets being acquired), the representations and warranties required to be true and correct (or true and correct in all material respects, as applicable) at the time of such Commitment Increase and the making of such Loans shall be the Specified Representations. (iib) No no Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; provided that at the time of a Borrowing made in connection with a Commitment Increase, if the proceeds of the Loans obtained in connection with such Borrowing (other than any such Loans deemed made as a result of reallocation of outstanding Loans in connection with the establishment of such Commitment Increase) will be used solely to fund a Permitted Acquisition (including, without limitations, the payment of fees and expenses and related transaction costs in connection therewith and repayment of indebtedness of the Person being acquired (or relating to the assets being acquired), the absence of a Default or an Event of Default (other than the absence of a Specified Event of Default) shall not be a condition to such Commitment Increase or the making of such Loans); (iiic) The Administrative the Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements hereof. Each Request for Credit Extension ; (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loansd) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of since the date of the applicable Credit Extension.Audited Financial Statements, no event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred; and

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the satisfaction (or waiver) of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 the Borrower and in each other Loan Document Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency LIBO Rate Loans Loans) and other than a Request for each L/C Issuer to issue each Letter of Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (ia) The the representations and warranties of each Loan Party set forth contained in Article 5 and V or in each any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except (i) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or “Material Adverse Effect”, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that, if the initial Loans made in connection with a Commitment Increase (other than any such Loans deemed made as a result of reallocation of outstanding Loans in connection with the establishment of such Commitment Increase) are used solely to fund a Permitted Acquisition (including, without limitation, the payment of fees and expenses and related transaction costs in connection therewith and the repayment of Indebtedness of the Person being acquired (or relating to the assets being acquired), the representations and warranties required to be true and correct (or true and correct in all material respects, as applicable) at the time of such Commitment Increase and the making of such Loans shall be the Specified Representations. (iib) No no Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.thereof; provided that at the time of a Borrowing made in connection with a Commitment Increase, if the proceeds of the Loans obtained in connection with such Borrowing (other than any such Loans deemed made as a result of reallocation of outstanding Loans in connection with the establishment of such Commitment Increase) will be used solely to fund a Permitted Acquisition (including, without limitations, the payment of fees and expenses and related transaction costs in connection therewith and repayment of indebtedness of the Person being acquired (or relating to the assets being acquired), the absence of a Default or an Event of Default (other than the absence of a Specified Event of Default) shall not be a condition to such Commitment Increase or the making of such Loans); (iiic) The Administrative the Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements hereof; (d) since the date of the Audited Financial Statements, no event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred; and (e) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or into another Type and/or a continuation of Eurocurrency LIBO Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders otherwise direct the Agent to cease making Loans and the L/C Issuer to cease issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with for an Incremental Amendment, Facility which shall be governed by Section 2.14(d)) on or after the Closing Date is subject to the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower on or after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(i) and (ii) (or, in the case of a Request for Credit Extension in connection with for an Incremental AmendmentFacility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to satisfaction or due waiver of the following conditions precedent: (ia) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedto the extent any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects to the extent any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (iib) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), no Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof and, in the case of the borrowing of a Delayed Draw Term Loan, such Request for Credit Extension shall have been delivered to the Administrative Agent and the Lenders holding Delayed Draw Commitments at least ten (10) Business Days prior to such date of Borrowing. (d) In the case of any Borrowing of any Delayed Draw Term Loan, immediately after giving effect to such transaction on a Pro Forma Basis and subject to the provisions in Section 1.02(i), the First Lien Net Leverage Ratio shall not exceed 5.00 to 1.00. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansLoans and other than a Request for Credit Extension in connection with an Incremental Amendment) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary in this Section 4.02 or in Section 2.14, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Extension of Credit in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Extension of Credit such that the Permitted Acquisition may be consummated on a “certain funds” basis.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Letter of Loans to the other TypeCredit, or a continuation of Eurocurrency Rate Loans and other than a if such Request for Credit Extension in connection with an Incremental Amendmentis for a Letter of Credit, which shall be governed by Section 2.14(d)) the obligation of the applicable L/C Issuer to honor such Request for Credit Extension, after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and correct in all material respects (except that after giving effect to any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedqualification therein) on and as of the date of such Credit Extension with Extension, and each of the same effect as though made representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such dateCredit Extension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than or (ii) a Request for Credit Extension in connection with an Incremental Amendmentrespect of commitments for Refinancing Term Loans or Replacement Revolving Credit Commitments, which shall be governed by commitments for Extended Term Loans or Extended Revolving Credit Commitments or (except as set forth in Section 2.14(d)2.14) after the Closing Date commitments for New Term Loans or New Revolving Credit Commitments) is subject to satisfaction or waiver by the Required Lenders of solely the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedif qualified by materiality) on and as of the date of such Credit Extension with (except in the same effect as though made on case of any representation and as of warranty which expressly relates to a given date or period, such date, except to the extent such representations representation and warranties expressly relate to an earlier date, in which case they warranty shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier datethe respective date or for the respective period, as the case may be). (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(iSection 4.03(a) and (ii) (orSection 4.03(b), in the case of a Request for Credit Extension in connection with an Incremental Amendmentas applicable, the conditions specified in Section 2.14(d)) have been satisfied or waived by the Required Lenders on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and in correct on and as of the date of such Credit Extension, and each of the representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith, that are not qualified by materiality shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than or a Request for Credit Extension in connection with an Borrowing pursuant to any Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Eurodollar Rate LoansLoans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed 2018 Incremental Term Loan, Delayed Draw Term Loan or a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Term SOFR Loans and CDOR Rate Loans and other than a Request for Credit Extension or (except as otherwise set forth herein or in connection with an the applicable Incremental Amendment, which shall be governed by Section 2.14(d)) a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except for representations and warranties that any representation are already qualified by materiality, which representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” warranties shall be true and correct in all respects as so qualifiedafter giving effect to such materiality qualifier) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Term SOFR Loans and CDOR Rate LoansLoans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to satisfaction or due waiver of the following conditions precedent: (ia) The Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), the representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedto the extent any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects to the extent any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (iib) No Subject in the case of any Borrowing in connection with a New Loan Commitment to the provisions in Section 1.02(i), no Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof and, in the case of the borrowing of a Delayed Draw Term Loan, such Request for Credit Extension shall have been delivered to the Administrative Agent and the Lenders holding Delayed Draw Commitments at least ten (10) Business Days prior to such date of Borrowing. (d) In the case of any Borrowing of any Delayed Draw Term Loan, immediately after giving effect to such transaction on a Pro Forma Basis and subject to the provisions in Section 1.02(i), the First Lien Net Leverage Ratio shall not exceed 5.00 to 1.00. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansSOFR Loans and other than a Request for Credit Extension in connection with an Incremental Amendment) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension CDOR Rate Loans or (except as otherwise set forth herein or in connection with an the applicable Incremental Amendment, which shall be governed by Section 2.14(d)) a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of the Borrower and each other Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except for representations and warranties that any representation are already qualified by materiality, which representations and warranty that is qualified as to “materiality” or “Material Adverse Effect” warranties shall be true and correct in all respects as so qualifiedafter giving effect to such materiality qualifier) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iib) No At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromhave occurred and be continuing. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurocurrency Rate LoansLoans and CDOR Rate Loans or a Borrowing in connection with any Incremental Amendment) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, Amendment which shall be governed by ýSection 2.14 or a Refinancing Amendment which shall be governed by Section 2.14(d)2.15) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) with respect to any Request for Credit Extension with respect to Loans to be made on the Closing Date, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansLoans or (iii) in connection with an Incremental Amendment which shall be governed by ýSection 2.14, a Refinancing Amendment which shall be governed by Section 2.15) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)on the relevant Increase Effective Date) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth the Borrower contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any in the case of a representation and or warranty that is qualified as to “materiality” by materiality or “Material Adverse Effect” Effect or similar language, in which case such representation or warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with (other than the same effect as though representations and warranties in Section 5.05(c) and Section 5.22, which shall be made on and only as of such datethe Closing Date), except to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to an earlier date, in which case they such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each such Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans on the relevant Increase Effective Date) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Letter of Loans to the other TypeCredit, or a continuation of Eurocurrency Rate Loans and other than a if such Request for Credit Extension in connection with an Incremental Amendmentis for a Letter of Credit, which shall be governed by Section 2.14(d)) the obligation of the applicable L/C Issuer to honor such Request for Credit Extension, after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the be subject to the satisfaction (or waiver) of each of the following conditions precedent: (ia) Subject to Section 1.09(c), The representations and warranties of the Borrower and each other Loan Party set forth Party, contained in Article 5 and in each or any other Loan Document Document, that are qualified by materiality shall be true and correct in all material respects (except that after giving effect to any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualifiedqualification therein) on and as of the date of such Credit Extension with Extension, and each of the same effect as though made representations and warranties of the Borrower and each other Loan Party, contained in any other Loan Document, that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such dateCredit Extension, except in each case to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) Subject to Section 1.09(c), No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuers shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than pursuant to a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate LoansConversion/Continuation Notice) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Adjusted Term SOFR Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each VI or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (iib) No Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Adjusted Term SOFR Loans) submitted by the Parent any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)SOFR Loans) after the Closing Date is subject to the following conditions precedent: (i) : The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. ; provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (iiafter giving effect to any qualification therein) in all respects on such respective dates. No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) . The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. After giving effect to any requested Credit Extension, the aggregate outstanding amount of all Total Outstandings does not exceed the Line Cap at such time. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate SOFR Loans) submitted by the Parent Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)iv) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent: (i) The representations and warranties of each Loan Party set forth in Article 5 V and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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. (ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) If, after giving effect to such Request for Credit Extension, the Revolver Usage would exceed 30% of the aggregate principal amount of the Revolving Credit Commitments, the Borrower shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11. Each Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans) submitted by the Parent -93 Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i), (ii) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)iv) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Limited Condition Transaction permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in the related Incremental Amendment.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)) after the Closing Date is subject to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent: (ia) The representations and warranties of the Borrower and each Loan other Credit Party set forth contained in Article 5 and in each 6 or any other Loan Credit Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such dateExtension, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. (iib) No Other than in connection with the initial Credit Extensions on the Closing Date, no Default or Event of Default shall exist immediately before or would result from immediately after giving effect to such proposed Credit Extension or from the application of the proceeds therefromExtension. (iiic) The Administrative Agent and, if applicableAgent, the relevant L/C Issuer or and/or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other TypeTypes of Loans, or a continuation of Eurocurrency Rate Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(iSection 5.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied (to the extent such conditions are required to be satisfied with respect to such Credit Extension) on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)on the relevant Increase Effective Date) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth the BorrowerLoan Parties contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any in the case of a representation and or warranty that is qualified as to “materiality” by materiality or “Material Adverse Effect” Effect or similar language, in which case such representation or warranty shall be true and correct in all respects as so qualifiedrespects) on and as of the date of such Credit Extension with (other than the same effect as though representations and warranties in Section 5.05(c) and Section 5.22, which shall be made on and only as of such datethe Closing Date), except to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to an earlier date, in which case they such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (iib) No Default shall exist on the date of such Credit Extension, or would result from such proposed Credit Extension or from the application of the proceeds therefromthereof. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each such Request for Credit Extension (other than (x) the extensions of credit, if any, requested by the Borrower to be made on the Closing Date, (y) a Committed Loan Notice requesting only a conversion of Loans to the other another Type, or a continuation of Eurocurrency Rate Term SOFR Loans, and (z) a Borrowing of Incremental Term Loans on the relevant Increase Effective Date) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)Eurodollar RateSOFR Loans) after the Closing Date is subject to the following conditions precedent: (ia) The representations and warranties of each Loan Party set forth contained in Article 5 and in each V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, (except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date); provided, that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all material respects as respects; provided further, that if the Borrower has made an LCT Election in the case of any Borrowing of Incremental Term Loans incurred to finance a Limited Condition Acquisition, the truth and accuracy of such earlier daterepresentations and warranties shall be limited to customary “specified representations”. (iib) No Default or Event of Default shall exist or would result from such proposed Credit Extension on the date thereof or from the application of the proceeds therefrom; provided, that if the Borrower has made an LCT Election in the case of any Borrowing of Incremental Term Loans incurred to finance a Limited Condition Acquisition, the condition shall instead be that (x)(1) no Event of Default shall have occurred and be continuing and (2) the Borrower shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 6.01, in each case on the LCT Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time such Borrowing is made and the Limited Condition Acquisition is consummated. (iiic) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Eurodollar RateSOFR Loans) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i4.02(a) and (ii) (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)4.02(b) have been satisfied on and as of the date of the applicable Credit Extensionrequired above.