Common use of Each Credit Event After the Closing Date Clause in Contracts

Each Credit Event After the Closing Date. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, after the Closing Date is subject to the satisfaction of the following conditions: (a) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, the representations and warranties of Irish Holdco, the Borrower, and, if applicable, each Additional Borrower, and their respective Restricted Subsidiaries set forth in this Agreement shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date. (b) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) A Borrowing Request shall have been delivered in accordance with the terms of Section 2.03 or a Letter of Credit application in accordance with the terms of Section 2.06(b). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Target, the Borrower and, if applicable, each Additional Borrower, on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event After the Closing Date. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of any the Issuing Bank to issue, amend, renew or extend any Letter of Credit, after the Closing Date is subject to the satisfaction of the following conditions: (a) Except as set forth in Section 2.20(d2.20(e) with respect to Incremental Term Loans used to finance a Permitted Acquisition (including, for the avoidance of doubt, the Par Acquisition), the representations and warranties of Irish Holdco, the Borrower, and, if applicable, each Additional Borrower, Parent and their respective Restricted Subsidiaries the Borrowers set forth in this Agreement shall be true and correct in all material respects (or, if other than to the extent qualified as to “materiality” by materiality or “Material Adverse Effect”, in all respectswhich case, such representations and warranties shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (orrespects, if other than to the extent qualified by materiality or “Material Adverse Effect”, in all respects) which case such representation and warranty shall be true and correct on and as of such earlier date. (b) Except as set forth in Section 2.20(d2.20(e) with respect to Incremental Term Loans used to finance a Permitted Acquisition (including, for the avoidance of doubt, the Par Acquisition), at the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) A Borrowing Request shall have been delivered in accordance with the terms of Section 2.03 or a Letter of Credit application in accordance with the terms of Section 2.06(b). Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Targetthe Irish Holdco, the Borrower andIrish Sub Holdco, if applicable, each Additional Borrower, the Lux Holdco and the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

Each Credit Event After the Closing Date. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing after the Closing Date, and of any each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit after the Closing Date Date, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, the The representations and warranties of Irish Holdco, the Borrower, and, if applicable, each Additional Borrower, and their respective Restricted Subsidiaries Loan Party set forth in this Agreement the Loan Documents shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”, in all respects) on and as of the date of such Borrowing or the date of issuance, amendmentamendment increasing the amount thereof, renewal or extension of such Letter of Credit, as applicable, except in the case of any may be (in each case, unless such representation date is the Closing Date); provided that, to the extent that such representations and warranty that expressly relates warranties specifically refer to an earlier date, in which case such representation and warranty they shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, at At the time of and immediately after giving effect to such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuing. (c) A The Administrative Agent and, if applicable, any Issuing Bank shall have received a Borrowing Request shall have been delivered in accordance with the terms of Section 2.03 or a Letter of Credit application in accordance with the terms of Section 2.06(b)requirements hereof. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Target, the Borrower and, if applicable, each Additional Borrower, on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section 4.024.02 and in Section 2.20 to the contrary, to the extent that the proceeds of Additional Term Loans or Additional Revolving Commitments are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Additional Term Loans or the initial borrowings under such Additional Revolving Commitments shall be (i) the conditions precedent set forth in the related Additional Credit Extension Amendment, (ii) that (A) the Specified Representations and (B) the representations made by or with respect to the target of such Permitted Acquisition as are material to the interests of the Lenders or the Joint Lead Arrangers, but only to the extent that the Borrower or any of its Affiliates has the right not to consummate such Permitted Acquisition, or to terminate the obligations of the Borrower or such Affiliate, under the definitive documentation with respect to such Permitted Acquisition as a result of a failure of such representations in such documentation to be true and correct, in each case, shall be true and correct, (iii) no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom and (iv) the Administrative Agent and, if applicable, any Issuing Bank shall have received a Borrowing Request in accordance with the requirements hereof.

Each Credit Event After the Closing Date. The obligation of each Lender to make a Loan on the occasion of any New Borrowing (and solely with respect to subsection (2) below, to continue or convert any Term SOFR Borrowing), and of any the applicable Issuing Bank Lender to issue, amend, renew amend or extend any Letter of Credit, after the Closing Date is subject to the satisfaction of the following conditions: (a1) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, the The representations and warranties of Irish Holdco, the Borrower, and, if applicable, each Additional Borrower, and their respective Restricted Subsidiaries Borrower Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept for changes in factual circumstances not prohibited under the Loan Documents and, if qualified as to “materiality” or “Material Adverse Effect”except further that, in all respectsthe event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates (other than to reflect changes in factual circumstances not prohibited under the Loan Documents) shall be non-material and shall be approved by the Administrative Agent in its good faith judgment) on and as of the date of such New Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicableapplicable (or, except in the case of if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that any representation or warranty that expressly relates is qualified as to an earlier date, in which case such representation and warranty materiality or Material Adverse Effect or similar language shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of subject to such earlier date.qualifiers; (b2) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, at the time of and immediately Immediately after giving effect to such a New Borrowing or any continuation of or conversion to a Term SOFR Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Potential Default or Event of Default shall have occurred and be continuing.; (c3) A At the time of each New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent; (4) The Administrative Agent and, if applicable, the relevant Issuing Lender, shall have received an executed Borrowing Request shall have been delivered or Letter of Credit Request (and, if requested by such Issuing Lender, an executed letter of credit application on such Issuing Lender’s standard form), as applicable, in accordance with the terms requirements hereof; and (5) Other than in the case of Section 2.03 or an amendment of a Letter of Credit application in accordance with that does not increase the terms Stated Amount or extend the expiration date thereof, the Administrative Agent shall have received an executed Borrowing Base Certificate, dated as of Section 2.06(b)the date of such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, and demonstrating that the total Revolving Credit Exposures as of such date (calculated on a pro forma basis after giving effect to such New Borrowing and the use of proceeds thereof or issuance, amendment or extension of such Letter of Credit, as applicable) will be less than or equal to each of (x) the Borrowing Base Amount and (y) the total Revolving Commitments. Each New Borrowing and each issuance, amendment, renewal amendment or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by Target, the Borrower and, if applicable, each Additional Borrower, on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02the preceding sentence.

Each Credit Event After the Closing Date. The obligation of each Lender to make a Loan on the occasion of any New Borrowing (and with respect to subsection (2) below, any LIBO Rate Borrowing), and of any the applicable Issuing Bank Lender to issue, amend, renew amend or extend any Letter of Credit, after the Closing Date is subject to the satisfaction of the following conditions: (a1) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, the The representations and warranties of Irish Holdco, the Borrower, and, if applicable, each Additional Borrower, and their respective Restricted Subsidiaries Borrower Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (orexcept for changes in factual circumstances not prohibited under the Loan Documents and, if qualified as to “materiality” or “Material Adverse Effect”except further that, in all respectsthe event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates (other than to reflect changes in factual circumstances not prohibited under the Loan Documents) shall be non-material and shall be approved by the Administrative Agent in its good faith judgment) on and as of the date of such New Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicableapplicable (or, except in the case of if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that any representation or warranty that expressly relates is qualified as to an earlier date, in which case such representation and warranty materiality or Material Adverse Effect or similar language shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of subject to such earlier date.qualifiers; (b2) Except as set forth in Section 2.20(d) with respect to Incremental Term Loans used to finance a Permitted Acquisition, at the time of and immediately Immediately after giving effect to such a New Borrowing or any LIBO Rate Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Potential Default or Event of Default shall have occurred and be continuing.; (c3) A At the time of each New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, a Responsible Officer shall certify that (i) no Potential Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, the Borrower Parties remain in compliance with the covenants set forth in Article 8 after giving effect to such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, including supporting documentation reasonably satisfactory to the Administrative Agent; (4) The Administrative Agent and, if applicable, the relevant Issuing Lender, shall have received an executed Borrowing Request shall have been delivered or Letter of Credit Request (and, if requested by such Issuing Lender, an executed letter of credit application on such Issuing Lender’s standard form), as applicable, in accordance with the terms requirements hereof; and (5) Other than in the case of Section 2.03 a New Borrowing of Term Loans or an amendment of a Letter of Credit application in accordance with that does not increase the terms Stated Amount or extend the expiration date thereof, the Administrative Agent shall have received an executed Borrowing Base Certificate, dated as of Section 2.06(b)the date of such New Borrowing or issuance, amendment or extension of such Letter of Credit, as applicable, and demonstrating that the total Revolving Credit Exposures as of such date (calculated on a pro forma basis after giving effect to such New Borrowing and the use of proceeds thereof or issuance, amendment or extension of such Letter of Credit, as applicable) will be less than or equal to each of (x) the Borrowing Base Amount and (y) the total Revolving Commitments. Each New Borrowing and each issuance, amendment, renewal amendment or extension of a such Letter of Credit shall be deemed to constitute a representation and warranty by Target, the Borrower and, if applicable, each Additional Borrower, on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02the preceding sentence.