Common use of Conditions to All Loans Clause in Contracts

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.15.1(c), Section 5.2(ii) and (iii) and Section 5.5 5.6 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent, the Canadian Sub-Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation obligations of each Lender to honor any Request for make Loans (other than a Committed including the Term Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C LoansA) made by any Borrower is shall be subject to the following continuing conditions precedent: that: (a) The the Agent shall have received a fully executed Request for Loan; (b) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be made; and (c) as of such Credit Date, the representations and warranties of such Borrower the Credit Parties contained in Article V (except for this Agreement and the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of the date of the making of such Loan to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as of such earlier dateto “materiality” or “Material Adverse Effect” in the text thereof, (B) for purposes of this Section 4.2, the which representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect respects subject to such Borrower shall exist, or would result from such proposed Loan. (cqualification) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loanssuch earlier date.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.15.1(i), Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent, the Canadian Sub-Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Borrowing Notice with respect to Loans (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth in other than Section 5.4(b5.05(c)), the accuracy of or which it is expressly agreed shall not be a condition to making Loans) are contained in any document furnished at any time under or in connection herewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such LoanRequest for Credit Extension, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower or Event of Default, and no “Default” or “Event of Default” under the Multi-Year Credit Agreement, shall exist, exist or would result from such proposed LoanRequest for Credit Extension. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Credit Extension in accordance with the requirements hereof. (d) The Administrative Agent shall have received a Summary Hedged Inventory Report which shall include the Hedged Eligible Inventory being financed with such Borrowing. Each Request for Loans Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansCredit Extension.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Loan Party contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of the making of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsection (a) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to subsection (a) of Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower or Event of Default shall exist, exist or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) To the best knowledge of the Borrower, after giving effect to such proposed Loan, the Parent Guarantor and its Subsidiaries are in compliance with the financial covenants in Section 7.10 as of the date of such Loan. (d) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Credit Party contained in Article V (except for the representations and warranties set forth in Section 5.4(b)any other Loan Document, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the date of such LoanLoans, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in Section 5.4(a) 5.02 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.04. (b) No Default with respect to such Borrower or Event of Default shall exist, or would result from such proposed LoanBorrowing or from the application of the proceeds thereof (including, without limitation, as to Section 7.12). (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, Borrower shall have received delivered to the Administrative Agent a Borrowing Request for Loans Notice in accordance with the requirements hereofhereof and a Borrowing Base Certificate (such Borrowing Base Certificate to be the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.04(c) modified to reflect Total Outstandings on such date). Each Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) 4.02(a), (b), and (bc) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, 5.1 and Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b) or 5.5(a), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, 5.1 and Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, 5.1(c) and Section 5.2(ii) and (iii) and Section 5.5 5.6 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation obligations of Lenders to make Loans on each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. 77 B. As of that Funding Date: (ai) The representations and warranties of such Borrower contained herein and in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Loanthat date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects.; (bii) No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan.Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (ciii) Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date; and (v) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as making of the date Loans requested on such Funding Date shall not violate any law including Regulation T, Regulation U or Regulation X of the applicable LoansBoard of Governors of the Federal Reserve System.

Conditions to All Loans. The obligation of each Lender to honor any Request for make its Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to on the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower Closing Date is subject to the following further conditions precedent: A. Administrative Agent shall have received before the Closing Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. In the case of Loans made on the Closing Date, (i) as of the Closing Date (a) The the Specified Representations shall be true, correct and complete in all material respects on and as of that Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such Borrower contained earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, for purposes of this condition and (b) the representations of Target in Article V the Merger Agreement that are material to the interests of the Lenders and solely to the extent to which Company has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the Closing Date, as though made on and as of the Closing Date; (except for ii) in the case of Incremental Loans, the representations and warranties set forth contained herein (other than the representations and warranties contained in Section 5.4(b), subsection 5.8) and in the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true true, correct and correct complete in all material respects on and as of the date of the funding of such LoanIncremental Loans to the same extent as though made on and as of that date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date; provided that, (B) if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respectscondition. (b) C. No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Borrowing that would constitute an Event of Default or a continuation Potential Event of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable LoansDefault.

Conditions to All Loans. The obligation of each Lender to honor any Request for make its Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of that Funding Date: (ai) The representations and warranties of such Borrower contained herein and in Article V the other Loan Documents (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall a) that do not be contain a condition to making Loans) materiality qualification shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Loanthat date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date; and (b) that contain a materiality qualification shall be true, (B) for purposes correct and complete on and as of this Section 4.2that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties contained specifically relate to an earlier date, in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the which case such representations and warranties contained in Section 5.1shall have been true, Section 5.2(ii) correct and Section 5.5 shall be true complete on and correct in all respects.as of such earlier date; (bii) No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan.Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (ciii) The Applicable Agent or appropriate Swing Line Agent, as applicable, Each Loan Party shall have received a Request for Loans performed in accordance with all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; and (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted be made by any Borrower shall be deemed to be a representation and warranty by such Borrower it on that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable LoansFunding Date.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a fund its Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on the Amendment Effective Date shall be subject to the following conditions precedent, and each Optional Loan shall be subject to the following conditions precedent, in addition to the conditions set forth in Section 2.16: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (Ai) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (Biii) that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower or Event of Default under this Agreement shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request Loan Notice for Loans such Loan in accordance with the requirements hereofhereof and an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. Each Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Loanssuch Loan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth or any other Loan Document or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansBorrowing.

Conditions to All Loans. The obligation of each Lender to make a Loan on the occasion of a Borrowing (but excluding Revolving Loans the proceeds of which are to reimburse the Swingline Lender for Swingline Loans) and the L/C Issuer to honor any Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche an L/C Loans) made by any Borrower Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such LoanLoans, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.06 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoans or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request Loan Notice, or the Administrative Agent and the applicable L/C Issuer shall have received a request for Loans issuance of a Letter of Credit, each in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C SOFR Loans) submitted by any the Borrower Representative shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for make its Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a properly completed and duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Borrower as to which signature and incumbency certificates have been received by Administrative Agent. B. As of that Funding Date: (ai) The representations and warranties of such Borrower contained herein and in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Loanthat date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date; provided, (B) that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects.condition; and (bii) No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan.Notice of Borrowing that would constitute an Event of Default or a Default; and (ciii) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the Loans to be made by it on that Funding Date; and (iv) The Applicable Agent or appropriate Swing Line terms and conditions set forth in subsection 2.1 shall have been met; and, if requested by Administrative Agent, as applicable, Borrower shall have received delivered a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than certificate signed by a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as duly authorized Officer of the date of Borrower evidencing the applicable Loansforegoing.

Conditions to All Loans. The obligation of each any Lender to honor make any Request for Loans (other than a Committed Loan Notice requesting only a conversion Revolving Loan, and of Committed Loans Swingline Lender to the other Typemake any Swingline Loan, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the condition precedent that the following conditions precedentbe satisfied in the judgment of Agent: (a) The timely receipt by Agent of a Notice of Borrowing, or in the case of a Swingline Loan, timely receipt by Swingline Lender of a Notice of Swingline Borrowing; (b) the proposed use of proceeds of such Loans set forth in the Notice of Borrowing or Notice of Swingline Borrowing, as the case may be, is consistent with the provisions of Section 7.11.; (c) immediately before and after the making of such Revolving Loans or Swingline Loan, no Default (including without limitation the existence of the condition described in Section 2.8.(e)) or Event of Default shall have occurred and be continuing; and (d) the representations and warranties of such Borrower and Guarantors contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of Loan Documents to which it any is expressly agreed shall not be a condition to making Loans) party shall be true and correct in all material respects on and as of the date of such Loan, Revolving Loans or Swingline Loan except (A) to the extent that (x) such representations and or warranties specifically refer relate to an earlier datedate or (y) such representations or warranties become untrue by reason of events or conditions otherwise permitted hereunder and the other Loan Documents. The delivery of each Notice of Borrowing and each Notice of Swingline Borrowing and the making of each Loan shall constitute a certification by Borrower to Agent, Swingline Lender and Lenders that the statements in which case they shall be true and correct as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. immediately preceding clauses (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loanthrough (d) are true. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Borrowing Notice (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth ARTICLE V, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such LoanBorrowing, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower or Event of Default shall exist, exist or would result from such proposed LoanBorrowing. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Borrowing Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Request for Loans Borrowing Notice (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(aSECTIONS 4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansBorrowing.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation At the time of each Lender to honor any Request for the making of all Loans (other than a Committed Loan Notice requesting only a before as well as after giving effect to such Loans and to the proposed use of the proceeds thereof) and the conversion of Committed Loans to the other Typeone Type of Loan into another, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedentshall have been satisfied or shall exist: (a) The There shall then exist no Default or Event of Default; (b) All representations and warranties of such by Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loan, Loans (except (A) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date, (B) for purposes of date or are affected by transactions permitted under this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan.Agreement); (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, there shall have been no change which has had or could reasonably be expected to have a Materially Adverse Effect; (d) There shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party’s ownership or operation of any portion of its business or assets, or to compel one or more Credit Parties to dispose of or hold separate all or any portion of its businesses or assets, where said action if successful would have a Materially Adverse Effect; (e) The Loans to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable Loansto Borrower; and (f) The Lender shall have received such other documents or legal opinions as the Lender may reasonably request, all in form and substance reasonably satisfactory to the Lender.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.15.1(c), Section 5.2(ii) and (iii) and Section 5.5 5.6 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation obligations of each Lender to honor any Request for make Loans (other than a Committed including the Term Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C LoansA) made by any Borrower is shall be subject to the following continuing conditions precedentthat: (a) The the Agent shall have received a fully executed Request for Loan; (b) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be made; and (c) as of such Credit Date, the representations and warranties of such Borrower the Credit Parties contained in Article V (except for this Agreement and the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of the date of the making of such Loan to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as of such earlier dateto “materiality” or “Material Adverse Effect” in the text thereof, (B) for purposes of this Section 4.2, the which representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date; and. (bd) No Default with respect to as of such Borrower Credit Date (other than the Effective Date or any Credit Date of a Term Loan C), each of the Specified Conditions shall existhave been satisfied, or would result from such proposed Loan. (c) The Applicable and the Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans certificate from the chief financial officer of the Borrower, in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans form and substance reasonably satisfactory to the other Type or a continuation Agent, certifying that each of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) Specified Conditions have been satisfied on and as of the date of the applicable Loanssatisfied, together with reasonably detailed supporting documentation.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Loan Party contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect or Event of Default shall have occurred and be continuing, or after giving effect to such Borrower shall existproposed Loan or the application of the proceeds thereof, or would immediately result from such proposed Loantherefrom. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. (d) No statute, rule, regulation or other legal requirement shall have been promulgated or enacted and be in effect that on a permanent basis restrains, enjoins, or prohibits the Lenders from making such Loan. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each the Lender to honor make any Request for Loan hereunder (including any Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to made on or after the other TypeClosing Date), or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the continued validity of all Credit Documents and the satisfaction of the following conditions precedentconditions: (a) The representations Lender shall have received a notice of borrowing (each a “Notice of Borrowing”), in the form of Exhibit B, specifying (i) the aggregate principal amount of the requested Loan to be made pursuant to such Borrowing, which amount shall not be less than $50,000, and warranties (ii) the requested date of such Borrower contained in Article V Borrowing, which shall be a Business Day and which shall be at least three Business Days after the Lender receives such Notice of Borrowing (except for other than any Borrowing on the Closing Date). Each such Notice of Borrowing shall be irrevocable. (b) Each of the representations and warranties set forth made by the Borrower in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) Article IV shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified as to materiality or by Material Adverse Effect, in which case such representation or warranty shall be true in all respects) on and as of such date with the date same effect as if made on and as of such Loan, date (except (A) to the extent that any such representations and warranties specifically refer representation or warranty related to an earlier a specific date, in which case they shall be true and correct as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 representation or warranty shall be true and correct in all respects. material respects as of such date (b) No Default with respect except to the extent any such Borrower representation or warranty is qualified as to materiality or Material Adverse Effect, in which case such representation or warranty shall exist, or would result from be true in all respects as of such proposed Loandate)). (c) The Applicable Agent No Default or appropriate Swing Line Agent, as applicable, Event of Default shall have received a Request for Loans in accordance with occurred and be continuing on such date or after giving effect to the requirements hereofportion of the Loan to be made on such date. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrower that Borrowing as to the conditions truth and accuracy of the facts specified in Sections 4.2(aparagraphs (a) and (b) have been satisfied on and as of the date of the applicable Loansthis Section.

Conditions to All Loans. The obligation of each Lender to honor any Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower each Loan Party contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (Ai) to the extent that such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date, and (Biii) for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a), (b) and (e) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a), (b), (c) and (C) the representations and warranties contained in d), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Notice of Borrowing in accordance with the requirements hereof. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. (e) To the extent that any Overadvance shall result from the making of such Loan, the Borrowers shall have delivered an updated Borrowing Base Certificate to the Agent and the Revolving Agent reflecting an ABL Push Down Reserve against the Revolving Borrowing Base in the amount of such Overadvance, and the Revolving Agent shall have implemented such ABL Push Down Reserve. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) Borrowing submitted by any the Lead Borrower shall be deemed to be a representation and warranty by such Borrower the Borrowers that the conditions specified in Sections 4.2(a) 4.02(a), (b), (d), and (be) have been satisfied on and as of the date of the applicable Loan. 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, the Lenders will fund their Applicable Percentage of all Loans, which are requested by the Lead 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, however, the making of any such Loans 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 of the Credit Parties as a result of any such failure to comply.

Conditions to All Loans. The obligation of each Lender to honor any Request for make its Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to on the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower Closing Date is subject to the following further conditions precedent: A. Administrative Agent shall have received before the Closing Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. B. As of the Closing Date, (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) Specified Representations 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) on and as of the date Closing Date to the same extent as though made on and as of such Loanthat date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (except that any representation and warranty that is qualified as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (b) No Default with respect to on and as of such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) earlier date and (b) have been satisfied on the representations made by or with respect to the Target in the Merger Agreement that are material to the interests of the Lenders are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) as of the date of the applicable LoansMerger Agreement (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date) and as of the Closing Date, as though made on and as of the Closing Date. C. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default.

Conditions to All Loans. The obligation of each Lender to make a Loan on the occasion of a Borrowing (but excluding Revolving Loans the proceeds of which are to reimburse the Swingline Lender for Swingline Loans) and the L/C Is su er to honor any Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche an L/C Loans) made by any Borrower Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such LoanLoans, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.06 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoans or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request Loan Notice, or the Administrative Agent and the applicable L/C Issuer shall have received a request for Loans issuance of a Letter of Credit, each in accordance with the requirements hereof. (d) The incurrence of the Indebtedness in respect of such Borrowing is permitted under Section 4.09 of the 2018 Senior Notes Indenture. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans or Tranche C Loans) submitted by any the Borrower Representative shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Loan Party contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) and except that for purposes of this Section 4.24.02, the representations representation and warranties warranty contained in subsection (a) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect or Event of Default shall have occurred and be continuing, or after giving effect to such Borrower shall existproposed Loan or the application of the proceeds thereof, or would immediately result from such proposed Loantherefrom. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. (d) No statute, rule, regulation or other legal requirement shall have been promulgated or enacted and be in effect that on a permanent basis restrains, enjoins, or prohibits the Lenders from making such Loan. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and - (bd) have been satisfied on and as of the date of the applicable LoansBorrowing of such Loan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans of one Type to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower each Loan 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 (except for the representations and warranties set forth representation contained in Section 5.4(b5.05(c) which shall only be made on the Closing Date), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, (i) except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (Bii) except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (Cb), respectively, of Section 6.01 and (iii) together with any additional items that will be disclosed on any updated Schedule delivered on the representations and warranties contained next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respectswriting. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice, in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans of one Type to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) ), submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied in all material respects on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Borrowers and each other Credit Party contained in Article V (except for the representations and warranties set forth any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the date of such LoanLoans, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in Section 5.4(a) 5.02 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.04. (b) No Default with respect to such Borrower or Event of Default shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, Borrower Representative shall have received delivered to the Administrative Agent a Borrowing Request for Loans Notice in accordance with the requirements hereofhereof and a Borrowing Base Certificate in form and substance reasonably acceptable to the Administrative Agent (such Borrowing Base Certificate to be the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.04(d) modified to reflect Total Outstandings on such date). (d) Subject to Section 2.15, (i) after giving effect to such Loan, Overall Excess Availability shall be greater than $0, and if Term Loans are requested, Total Outstandings shall not exceed the Term Loan Facility. Each Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any the Borrower Representative shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) 4.02(a), (b), (c), and (bd) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations other than Sections 5.05(c) and warranties set forth 5.06) and in Section 5.4(b)each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such LoanCommitted Borrowing, except (Ai) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, date and (Bii) that for purposes of this Section 4.24.02, the representations and warranties contained in clauses (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanCommitted Borrowing or the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Borrowing Request for Loans in accordance with the requirements hereof. Each Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansCommitted Borrowing.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Borrowing Notice (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Borrowers contained in Article V (except for the representations and warranties set forth ARTICLE V, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such LoanBorrowing, except (A) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower or Event of Default shall exist, exist or would result from such proposed LoanBorrowing. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Borrowing Notice in accordance with the requirements hereof. (d) The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Request for Loans Borrowing Notice (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loansas the same Type) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(aSECTIONS 4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansBorrowing.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a fund its Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on the Closing Date shall be subject to the following conditions precedent, and each Optional Loan shall be subject to the following conditions precedent, in addition to the conditions set forth in Section 2.16: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (Ai) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, (ii) 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 (Biii) that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower or Event of Default under this Agreement, nor any “Default” or “Event of Default” under (and as defined in) the Revolving Credit Agreement or the Foreign Subsidiary Credit Agreement shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request Loan Notice for Loans such Loan in accordance with the requirements hereofhereof and an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. Each Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Loanssuch Loan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent, the Canadian Sub-Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such NYDOCS03/828371 Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor make any Request for Loans (other than a Committed Loan Notice requesting only a conversion and the obligation of Committed Loans the each Issuing Lender to the other Type, or a continuation Issue any Letter of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower Credit is subject to the satisfaction of the following additional conditions precedentprecedent on the relevant Borrowing Date: (a) Administrative Agent shall have received a Notice of Borrowing; (b) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) VI shall be true and correct in all material respects (provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such Borrowing Date with the date same effect as if made on and as of such Loan, Borrowing Date (except (A) to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall be true and correct as in all material respects (or, in the case of any such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained that are already qualified or modified by materiality in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1text thereof, Section 5.2(ii) and Section 5.5 which shall be true and correct in all respects. (b) No Default with respect to as of such Borrower shall exist, or would result from such proposed Loan.earlier date); and (c) The Applicable Agent No Default or appropriate Swing Line Agent, as applicable, Event of Default shall have received a Request for Loans in accordance with the requirements hereofexist or shall result from such Borrowing. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) Borrowing submitted by any Borrower shall be deemed to be constitute a representation and warranty by such Borrower that that, as of the requested Borrowing Date, the conditions specified in Sections 4.2(aclauses (b) and (bc) have been satisfied on and as of the date of the applicable Loansthis Section 5.03 are satisfied.

Conditions to All Loans. The obligation of each the Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower each Loan Party contained in Article V (except for the representations and warranties set forth or in Section 5.4(b)any other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such Delayed Draw Term Loan, except (Ai) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (Bii) in the case of any representation or warranty qualified by materiality, such representation or warranty shall be true and correct in all respects, (subject to such qualification), (iii) for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (Cb), respectively, of Section 6.01, and (iv) for purposes of this Section 4.02, the representations and warranties contained in with respect to any Schedules shall be deemed to refer to the most recently updated Schedules furnished by the Lead Borrower pursuant to Section 5.1, Section 5.2(ii6.14(b) and Section 5.5 shall be true and correct accepted by the Lender in all respects.writing; (b) No Default with respect to such Borrower or Event of Default shall exist, or would result from such proposed Loan.Delayed Draw Term Loan or from the application of the proceeds thereof; (c) The Applicable Agent or appropriate Swing Line AgentBorrowers shall be in compliance on a pro forma basis with the financial covenants set forth in Section 7.15 hereof, as if applicable, for the four consecutive Fiscal Quarter period most recently then ended as if the requested Delayed Draw Term Loan had been made on the last day of such four (4) consecutive Fiscal Quarter period. (d) The Lender shall have received a Request for Loans Loan in accordance with the requirements hereof. Each Request for Loans ; and (other than e) No event or circumstance which could reasonably be expected to result in a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower Material Adverse Effect shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of occurred since the date of the applicable LoansAudited Financial Statements.

Conditions to All Loans. The obligation of each any Lender to honor make any Request for Loans (other than a Committed Loan Notice requesting only a conversion Revolving Loan, and of Committed Loans Swingline Lender to the other Typemake any Swingline Loan, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the condition precedent that the following conditions precedentbe satisfied in the judgment of Agent: (a) The timely receipt by Agent of a Notice of Borrowing, or in the case of a Swingline Loan, timely receipt by Swingline Lender of a Notice of Swingline Borrowing; (b) the proposed use of proceeds of such Loans set forth in the Notice of Borrowing or Notice of Swingline Borrowing, as the case may be, is consistent with the provisions of Section 7.9.; (c) immediately before and after the making of such Revolving Loans or Swingline Loan, no Default (including without limitation the existence of the condition described in Section 2.8.(e)) or Event of Default shall have occurred and be continuing; and (d) the representations and warranties of such Borrower and Guarantor contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of Loan Documents to which it either is expressly agreed shall not be a condition to making Loans) party shall be true and correct in all material respects on and as of the date of such Loan, Revolving Loans or Swingline Loan except (A) to the extent that (x) such representations and or warranties specifically refer relate to an earlier datedate or (y) such representations or warranties become untrue by reason of events or conditions otherwise permitted hereunder and the other Loan Documents. The delivery of each Notice of Borrowing and each Notice of Swingline Borrowing and the making of each Loan shall constitute a certification by Borrower to Agent, Swingline Lender and Lenders that the statements in which case they shall be true and correct as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. immediately preceding clauses (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loanthrough (d) are true. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Loan Party contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, exist or would result from such proposed Loan, or from the application of the proceeds thereof. (c) Both before and after giving effect to such Loan, the Outstanding Amount shall not exceed the Aggregate Commitments. (d) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a), (b), (c) and (bd) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation effectiveness of each Lender this Agreement and obligations of the Lenders to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed make Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on each Funding Date are subject to the following further conditions precedent: A. The Administrative Agent shall have received before that Funding Date, in accordance with the provisions of Section 2.1B, an executed Notice of Borrowing, in each case signed by a Responsible Officer on behalf of each Borrower in a writing delivered to the Administrative Agent. B. As of that Funding Date (a) The representations and warranties of unless such Borrower contained in Article V (except for Funding Date is the Effective Date), the representations and warranties set forth contained herein and in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of that Funding Date to the same extent as though made on and as of that date (and provided that with respect to the representations and warranties contained in Sections 1.01(a) and 1.01(c) of each Mortgage, such representations and warranties shall be deemed to be true and correct in all material respects as of each Funding Date so long as the representations and warranties contained in Sections 5.2A and 5.5A of this Agreement shall be true and correct in all respects as of such LoanFunding Date), except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be have been true and correct in all material respects (unless qualified as of to materiality or Material Adverse Effect, in which case such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects.) on and as of such earlier date; and (b) C. No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan. (c) The Applicable Agent Notice of Borrowing that would constitute a Default or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans Event of Default (other than than, on the Effective Date, any such Default or Event of Default resulting from a Committed Loan Notice requesting only a conversion breach of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and or warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loansis not a Specified Representation).

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Committed Loan Notice after the Restatement Date (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C SOFR Loans) made by any Borrower is subject to satisfaction of the following conditions precedent:precedent (unless waived in accordance with Section 10.1): (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loanthe proposed Borrowing, conversion or continuation, except (A) to the extent that such representations and warranties specifically refer to an earlier another date, in which case they shall be true and correct as of such earlier other date, (B) and except that for purposes of this Section 4.2, 4.2 the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.5 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.1. (b) No Default with respect to such Borrower shall exist, or would result from such the proposed LoanBorrowing, conversion or continuation or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Committed Loan Notice in accordance with the requirements hereof. Each Request for Loans Such notice shall include a certification by a Responsible Officer of the Borrower (other than a Committed Loan Notice requesting only a conversion of Committed Loans to upon which the other Type or a continuation of Eurocurrency Rate Loans or Tranche C LoansAdministrative Agent may conclusively rely) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a), 4.2(b) and (b4.2(d) have been satisfied will be fulfilled on and as of the date of the applicable Loansproposed Borrowing. (d) Upon the request of any Lender at least one (1) Business Day prior to the date of the proposed Borrowing, conversion or continuation, the Borrower shall issue and make available a Note to that Lender at the Corporate Office or deliver a Note to the Custodian on behalf of that Lender, at the Lender’s election, setting forth the amount of the Loan to be disbursed by that Lender and the relevant Applicable Margin, on the date of the relevant Loan.

Conditions to All Loans. The obligation of each Lender to honor any Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower and each other Credit Party contained in Article V (except for the representations and warranties set forth in Section 5.4(b)any other Loan Document, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the date of such LoanLoans, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in Section 5.4(a) 5.02 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(aclauses (a) and (C) the representations and warranties contained in b), respectively of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.04. (b) No Default with respect to such Borrower or Event of Default shall exist, exist or would result from such proposed LoanBorrowing or from the application of the proceeds thereof (including, without limitation, as to Section 7.12). (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, Borrower shall have received delivered to the Administrative Agent a Borrowing Request for Loans Notice in accordance with the requirements hereofhereof and a Borrowing Base Certificate (such Borrowing Base Certificate to be the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.04(c) modified to reflect Total Outstandings on such date). Each Borrowing Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) 4.02(a), (b), and (bc) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), ) the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for make its Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is on each Funding Date are subject to the following further conditions precedent: A. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, a duly executed Notice of Borrowing, in each case signed by a duly authorized Officer of Company. Table of Contents B. As of that Funding Date: (ai) The representations and warranties of such Borrower contained herein and in Article V the other Loan Documents (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall a) that do not be contain a condition to making Loans) materiality qualification shall be true true, correct and correct complete in all material respects on and as of that Funding Date to the date same extent as though made on and as of such Loanthat date, except (A) to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties shall be true have been true, correct and correct complete in all material respects on and as of such earlier date; and (b) that contain a materiality qualification shall be true, (B) for purposes correct and complete on and as of this Section 4.2that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties contained specifically relate to an earlier date, in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the which case such representations and warranties contained in Section 5.1shall have been true, Section 5.2(ii) correct and Section 5.5 shall be true complete on and correct in all respects.as of such earlier date; (bii) No Default with respect to such Borrower event shall exist, have occurred and be continuing or would result from the consummation of the borrowing contemplated by such proposed Loan.Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (ciii) The Applicable Agent or appropriate Swing Line Agent, as applicable, Each Loan Party shall have received a Request for Loans performed in accordance with all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; and (iv) No order, judgment or decree of any arbitrator or Government Authority shall purport to enjoin or restrain such Lender from making the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted be made by any Borrower shall be deemed to be a representation and warranty by such Borrower it on that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable LoansFunding Date.

Conditions to All Loans. The obligation of each Lender to make a Loan on the occasion of a Borrowing (but excluding Revolving Loans the proceeds of which are to reimburse the Swingline Lender for Swingline Loans) and the L/C Issuer to honor any Request request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche an L/C Loans) made by any Borrower Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such LoanLoans, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.06 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoans or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request Loan Notice, or the Administrative Agent and the applicable L/C Issuer shall have received a request for Loans issuance of a Letter of Credit, each in accordance with the requirements hereof. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans or Tranche C Loans) submitted by any the Borrower Representative shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Administrative Agent, the Canadian Sub-Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.. NYDOCS03/828370

Conditions to All Loans. The obligation of each Lender to honor any Request make a Loan on the occasion of a Borrowing (but excluding Revolving Loans the proceeds of which are to reimburse the Swingline Lender for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Swingline Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such LoanLoans, except (A) 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) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.06 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoans or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. (d) The incurrence of the Indebtedness in respect of such Borrowing is permitted under Section 4.09 of the 2018 Senior Notes Indenture. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency LIBOR Rate Loans or Tranche C Loans) submitted by any the Borrower Representative shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Committed Loan Notice after the Restatement Date (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to satisfaction of the following conditions precedent:precedent (unless waived in accordance with Section 10.1): (a) The representations and warranties of such Borrower the Loan Parties contained in Article V (except for the representations and warranties set forth or any other Loan Document, or which are contained in Section 5.4(b)any document furnished at any time under or in connection herewith or therewith, the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loanthe proposed Borrowing or continuation, except (A) to the extent that such representations and warranties specifically refer to an earlier another date, in which case they shall be true and correct as of such earlier other date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such the proposed LoanBorrowing or continuation or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Committed Loan Notice in accordance with the requirements hereof. Each Request for Loans Such notice shall include a certification by a Responsible Officer of the Borrower (other than a Committed Loan Notice requesting only a conversion of Committed Loans to upon which the other Type or a continuation of Eurocurrency Rate Loans or Tranche C LoansAdministrative Agent may conclusively rely) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections Section 4.2(a), Section 4.2(b) and (bSection 4.2(d) have been satisfied will be fulfilled on and as of the date of the applicable Loansproposed Borrowing. (d) Upon the request of any Lender at least one (1) Business Day prior to the date of the proposed Borrowing or continuation, the Borrower shall issue and make available a Note to that Lender at the Corporate Office or deliver a Note to the Custodian on behalf of that Xxxxxx, at the Lender’s election, setting forth the amount of the Loan to be disbursed by that Lender and the relevant Applicable Margin, on the date of the relevant Loan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Term SOFR Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Loan Parties (i) contained in Article V and (except for the representations and warranties set forth ii) contained in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such Loan, except (Ai) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of the date of such Loan, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in which case all material respects as of such earlier date except to the extent qualified by materiality, then they shall be true and correct as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. (d) In the case of a GBP Term Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent and the Required GBP Term Lenders would make it impracticable for such Loan to be denominated in Sterling. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Term SOFR Loans) submitted by any Borrower the Company shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower the Borrowers (i) contained in Article V and (except for the representations and warranties set forth ii) contained in Section 5.4(b)each other Loan Document, the accuracy of or which it is expressly agreed shall not be a condition to making Loans) 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 on and as of the date of such Loan, except (Ai) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of the date of such Loan, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in which case all material respects as of such earlier date except to the extent qualified by materiality, then they shall be true and correct as of such earlier date, (B) and except that for purposes of this Section 4.24.02, the representations and warranties contained in subsections (a) and (b) of Section 5.4(a) 5.05 shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(asubsections (a) and (C) the representations and warranties contained in b), respectively, of Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects6.01. (b) No Default with respect to such Borrower shall exist, or would result from such proposed LoanLoan or from the application of the proceeds thereof. (c) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans Loan Notice in accordance with the requirements hereof. (d) In the case of a GBP Term Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent and the Required GBP Term Lenders would make it impracticable for such Loan to be denominated in Sterling. Each Request for Loans Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a4.02(a) and (b) have been satisfied on and as of the date of the applicable LoansLoan.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such the Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) 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 (B) except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects). (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) After giving effect to all Loans requested by the Borrower as of any day and all Primary Credit Agreement Loans made on or prior to such date, the Total Outstandings would not exceed the Proportionate Secondary Share of the Combined Outstandings. (d) The Applicable Administrative Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans) submitted by any the Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and through (bc) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.15.1(c), Section 5.2(ii) and (iii) and Section 5.5 5.6 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.. 66 Toyota – Five Year Credit Agreement (2021)

Conditions to All Loans. The obligation of each Lender to honor any Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) made by any Borrower is subject to the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) shall be true and correct in all material respects on and as of the date of such Loan, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (B) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) 66 Toyota – Three Year Credit the representations and warranties contained in Section 5.15.1(c), Section 5.2(ii) and (iii) and Section 5.5 5.6 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Loans.

Conditions to All Loans. The obligation It shall be a condition to the funding of any Loan or the issuance of any Letter of Credit that the following statements be true on the date of each Lender to honor any Request for Loans (other than such funding or issuance: 4.2.1 Agent shall have timely received a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Borrowing or a continuation Letter of Eurocurrency Rate Loans or Tranche C Loans) made by any Borrower is subject to Credit Application, as applicable. 4.2.2 all of the following conditions precedent: (a) The representations and warranties of such Borrower contained in Article V (except for under this Agreement and the representations and warranties set forth in Section 5.4(b), the accuracy of which it is expressly agreed shall not be a condition to making Loans) other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date, except to the extent any such representations and warranties relate to an earlier date, both before and after giving effect to the funding of such Loan or the issuance of such Letter of Credit, and Agent shall have received, if it so elects and notifies Borrower thereof, a certification to that effect signed by an Authorized Signatory; 4.2.3 No Default or Event of Default shall have occurred and be continuing or shall result from the funding of such Loan or the issuance of such Letter of Credit; 4.2.4 no circumstance or event shall have occurred since the Closing Date, or would result from the funding of such Loan or the issuance of such Letter of Credit, that constitutes a Material Adverse Effect; and 4.2.5 Agent, except as set forth in any of the Collateral Documents, shall hold a perfected, first priority Lien on all Collateral, subject only to Permitted Liens. The request and acceptance by Borrower of the requested Loan or Letter of Credit shall be deemed to constitute, as of the date of such Loan, except (Aa) 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) for purposes of this Section 4.2, the representations and warranties contained in Section 5.4(a) shall be deemed to refer to the most recent statements furnished from time to time pursuant to Section 6.1(a) and (C) the representations and warranties contained in Section 5.1, Section 5.2(ii) and Section 5.5 shall be true and correct in all respects. (b) No Default with respect to such Borrower shall exist, or would result from such proposed Loan. (c) The Applicable Agent or appropriate Swing Line Agent, as applicable, shall have received a Request for Loans in accordance with the requirements hereof. Each Request for Loans (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or Tranche C Loans) submitted by any Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.2(a) this Section 4.2 have been satisfied or waived by each Lender and (b) have been satisfied on and as a confirmation by Borrower of the date granting and continuance of Agent’s Liens pursuant to the applicable LoansCollateral Documents.