Common use of Conditions to Subsequent Credit Extensions Clause in Contracts

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and or (y) a Credit Extension of Refinancing Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and Loans, (y) a Credit Extension of Refinancing Incremental Term Loans in connection with a Limited Condition AcquisitionAcquisition and (z) the Post-Closing Increases) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansLoans and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the Restatement Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to satisfaction or waiver of the following conditions precedent: (a) The Except in the case of borrowings of Delayed Draw Term Loans, the representations and warranties of the Parent Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (bi) No Except in the case of borrowings of Delayed Draw Term Loans, no Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom and (ii) in the case of borrowings of Delayed Draw Term Loans, no Default under Section 8.01(a) or (j) (with respect to Parent Borrower only in the case of Section 8.01(j)) shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The Subject to Section 2.14, the obligation of each Lender to honor any Request for Credit Extension on or after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided, further, that in the case of an Incremental Facility the proceeds of which will be used to finance a Limited Condition Transaction, the foregoing will be limited to the Specified Representations. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Transaction) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) a any Protective Advance and any Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Parent Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension . (other than a Loan Notice requesting only a conversion d) After giving effect to any Borrowing or the issuance of Loans to the other Type or a continuation any Letter of Eurodollar Rate Loans) submitted by the Borrower Credit, Excess Availability shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extensionnot less than zero.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) the Request for Credit Extension on the Closing Date and a Loan Notice requesting only a conversion of Loans to the other Type, Type or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionSOFR Loans) is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V VI or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that (i) 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 (or in the case of ii) such representations and warranties which are not otherwise subject qualified as to a materiality qualification in accordance with its termsmateriality, in which case they shall be true and correct in all material respects) respects as of such date (or such earlier date). (b) No Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Subject to Section 1.03(d), each Request for Credit Extension (other than the Request for Credit Extension on the Closing Date and a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The Subject to Section 1.09 (to the extent applicable to such Credit Extension) and Section 2.14, the obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionSOFR Loans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.therefrom. #98202018v27 (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after (other than but not on, which shall be conditioned solely upon the provisions of Section 4.01) the First Amendment Effective Date (x) including any Request for Credit Extension related to Delayed Draw Term Loans, but excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to the prior satisfaction or waiver of Section 4.01 and each of the following conditions precedent: (a) The the representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; (b) No no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.therefrom; and (c) The the Administrative Agent and, if applicable, an a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.01 and in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a any Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Loans), is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in (except for the case of such representations and warranties which are not otherwise subject to a materiality qualification contained in accordance with its terms, Sections 5.05(c) and 5.06) shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, in each case ) on and as of the date of such Credit ExtensionExtension and any Increase Effective Date, AMERICAS/2021298575.5 (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or in the case of such representations warranty qualified by materiality or Material Adverse Effect, which shall be true and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, correct in all material respects) as of such earlier datedate and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Committed Loan Notice requesting only for the making of a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Delayed Draw Term Loans in connection with a Limited Condition Acquisition) Loan is subject to satisfaction or waiver of the following conditions precedent: : (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. (b) No Default shall exist; provided, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent andfurther, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided however, if the conditions specified proceeds of such Delayed Draw Term Loans will be used in Sections 4.02(a) connection with a Permitted Acquisition, solely the Specified Representations shall be true and (b) have been satisfied correct in all material respects on and as of the date Delayed Draw Funding Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of the applicable Credit Extensionsuch earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The applicable Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Transaction) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The applicable Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansTerm Benchmark Loans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Transaction) submitted by the Borrower Company shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.therefrom. #94164975v6 Exhibit 10.14 (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. #94164975v6 Exhibit 10.14 Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Transaction) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a any Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Loans), is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in (except for the case of such representations and warranties which are not otherwise subject to a materiality qualification contained in accordance with its terms, Sections 5.05(c) and 5.06) shall be true and correct in all material respects, in each case respects on and as of the date of such Credit ExtensionExtension and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier datedate and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the A&R Closing Date (other than (x) a any Protective Advance and any Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Parent Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension . (other than a Loan Notice requesting only a conversion d) After giving effect to any Borrowing or the issuance of Loans to the other Type or a continuation any Letter of Eurodollar Rate Loans) submitted by the Borrower Credit, Excess Availability shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extensionnot less than zero.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after (other than but not on, which shall be conditioned solely upon the provisions of Section 4.01) the First Amendment Effective Date (x) including any Request for Credit Extension related to Delayed Draw Term Loans, but excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionLoans) is subject to the prior satisfaction or waiver of Section 4.01 and each of the following conditions precedent: (a) The the representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; (b) No no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.therefrom; and (c) The the Administrative Agent and, if applicable, an a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.; and

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the Initial Funding Date (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Loans), is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in (except for the case of such representations and warranties which are not otherwise subject to a materiality qualification contained in accordance with its terms, Section 5.06) shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier datedate and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a any Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) RateTerm SOFR Loans), is subject to satisfaction or waiver of the following conditions precedent: (a) : • The representations and warranties of each Loan Party the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in (except for the case of such representations and warranties which are not otherwise subject to a materiality qualification contained in accordance with its terms, Sections 5.05(c) and 5.06) shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, in each case ) on and as of the date of such Credit ExtensionExtension and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or in the case of such representations warranty qualified by materiality or Material Adverse Effect, which shall be true and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, correct in all material respects) as of such earlier date. date and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. • No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) . • The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate RateTerm SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The Subject to Section 1.09 (to the extent applicable to such Credit Extension) and Section 2.14, the obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition AcquisitionEurocurrency RateTerm SOFR Loans) is subject to satisfaction or waiver of the following conditions precedent:: #95787455v10 (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Eurocurrency RateTerm SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (xi) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Eurocurrency RateTerm SOFR Loans or (ii) borrowings made pursuant to Section 2.14 or Section 2.15, which may be subject to different conditions precedent and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisitionrepresentations but only if so agreed by the Borrower and the applicable Lenders) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension, except ; provided that 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 the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Eurocurrency RateTerm SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) : The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. ; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (bafter giving effect to any qualification therein) in all respects on such respective dates. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) therefrom. The applicable Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Transaction) submitted by the Borrower Company shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans or Term SOFR Loans, as applicable, and (y) a Credit Extension of Refinancing Term Loans in connection with a Limited Condition Acquisition) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Term SOFR Loans, as applicable) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and or (y) a Credit Extension of Refinancing Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the applicable conditions -131- specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.