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

Each Credit Event After the Closing Date. Subject to Section 1.07(f), 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 Loans used to finance a Limited Condition Transaction, the representations and warranties of Holdings, each 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 Loans used to finance a Limited Condition Transaction, 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 the Applicable 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. Subject to Section 1.07(f), the The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than any conversion or continuation of any Loan), and of any each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, in each case after the Closing Date Date, is subject to receipt of the 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 Loans used to finance a Limited Condition Transaction, the The representations and warranties of Holdings, each Borrower and their respective Restricted Subsidiaries Loan Party set forth in this Agreement the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”respects, in all respects) each case 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 a prior date, in which case such representation and warranty shall be so true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and as of such earlier prior date. (b) Except as set forth in Section 2.20(d) with respect to Incremental Loans used to finance a Limited Condition Transaction, 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 applicable, no Default or Event of Default shall have occurred and be continuing. (c) A Borrowing Request The Borrower shall have been delivered to the Administrative Agent a notice with respect to such credit extension in accordance with this Agreement. On the terms date of Section 2.03 any Borrowing (other than any conversion or a Letter continuation of Credit application in accordance with any Loan) or the terms of Section 2.06(b). Each Borrowing and each issuance, amendmentamendment to increase the amount thereof, renewal or extension of a any Letter of Credit Credit, in each case after the Closing Date, the Company shall be deemed to constitute a representation have represented and warranty by warranted that the Applicable Borrower on the date thereof as to the matters conditions specified in paragraphs (a) and (b) of this Section 4.024.02 have been satisfied.

Each Credit Event After the Closing Date. Subject to Section 1.07(f), the 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 Loans used to finance a Limited Condition Transaction, the The representations and warranties of Holdings, each 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, amendment, 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 Loans used to finance a Limited Condition Transaction, 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 or any Swingline Lender 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 Holdings and the Applicable 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 the Specified Representations and the “acquired business representations” with respect to the target of such Permitted Acquisition or Investment permitted hereunder 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 or any Swingline Lender shall have received a Borrowing Request in accordance with the requirements hereof.

Each Credit Event After the Closing Date. Subject to Section 1.07(f), the 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, Borrowing 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 Loans used to finance a Limited Condition Transaction, the The representations and warranties of Holdings, each 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 Borrowing; provided that, to the date of issuance, amendment, renewal or extension of extent that such Letter of Credit, as applicable, except in the case of any such representation 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; provided, further, that in the case of Additional Commitments (i) the representations and warranties contained in Sections 3.04(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 5.01(a) and (b), to the extent applicable, prior to such proposed Borrowing, and (ii) subject to the second to last sentence of this Section 4.02, no Default or Event of Default shall have occurred and be continuing. (b) Except as set forth in Section 2.20(d) with respect to Incremental Loans used to finance a Limited Condition Transaction, 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 applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. (c) A The Administrative Agent 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 and each issuance, amendment, renewal (provided that a conversion or extension a continuation of a Letter Borrowing shall not constitute a “Borrowing” for purposes of Credit this Section) shall be deemed to constitute a representation and warranty by Parent and the Applicable 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 2.22 to the contrary, to the extent that the proceeds of Additional Loans are to be used to finance an acquisition permitted hereunder that is not subject to a financing condition, the only conditions precedent to the funding of such Additional Loans shall be (i) the conditions precedent set forth in the related Additional Credit Extension Amendment, (ii) that the Specified Representations shall be true and correct in all material respects and the “acquired business representations” (consistent with the definition herein of “Acquired Business Representations”) with respect to the target of such acquisition shall be true and correct in all material respects (without duplication of any materiality qualifier set forth in the definition thereof), (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 shall have received a Borrowing Request in accordance with the requirements hereof.