Common use of Each Credit Event Clause in Contracts

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the provided that such representations and warranties qualified as to materiality, shall be true in all respects, and (iirespects if they are already qualified by a materiality standard) otherwise, in all material respects, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of . (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Holdings Availability is not less than zero. Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or the applicable maximum amount of issuing or causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject (subject, in the case of an Incremental Facility, to Section 2.23(b)) to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so true and correct in all material respects (i) in the case of the representations and warranties qualified as to materiality, or in all respects, and (iias applicable) otherwise, in all material respects on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the applicable Issuing Bank or Swingline Lender shall have received a Borrowing Request or notice with respect to such Letter of Credit in accordance with Section 2.05, as the case may be. On the date Each Borrowing (provided, that, a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and 4.02; provided, that, immediately after giving effect the application of paragraphs (a) and (b) of this Section 4.02 to such Loanany Incremental Facility made in connection with any Limited Conditionality Transaction shall, or such issuanceat the Borrower’s option, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in be subject to Section 2.01, 2.04(a) or 2.05(b)1.05.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of each of the following conditions: (a) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other 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, respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in each case the text thereof) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable (except in to the case of extent any such representation and or warranty that expressly relates to a prior an earlier date, in which case case, such representation and or warranty shall be so 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 on and as of such prior earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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) The Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of the Borrower and each other Loan Party set forth contained in the Article III, in each other Loan Documents Document, and in any document furnished in connection with such Borrowing or Letter of Credit issuance, amendment, renewal or extension shall be true and correct in all material respects (i) other than in the case respect of the representations and warranties qualified as that are subject to materialitya Material Adverse Effect qualifier, in all respects, which case such representations and (iiwarranties will be true and correct as stated and so qualified) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date Letter of Credit issuance, amendment, renewal or extension of such Letter of Credit, as applicableextension, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so true and correct in all material respects (iother than in respect of representations and warranties that are subject to a Material Adverse Effect qualifier, in which case such representations and warranties will be true and correct as stated and so qualified) in the case as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties qualified as to materiality, contained in all respects, Sections 3.05(a)(i) and (ii) otherwiseand the first sentence of Section 3.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), in all material respects on and as of such prior daterespectively. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew renew, increase or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal renewal, increase or extension of such Letter of Credit, as applicable, except in the case may be; provided that, 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 such earlier date; provided, further, that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects (igiving effect to any such qualifications) in on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal renewal, increase or extension of such Letter of Credit, as applicablethe case may be), no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom. On To the date extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal renewal, increase or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank Lender to issue, amend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement (other than those set forth in Sections 3.04(b) and 3.06) shall be true and correct in all material respects (i) other than any such representation or warranty which is qualified by materiality or material adverse effect, in the case of the representations which case, such representation or warranty shall be true and warranties qualified as to materiality, correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent that any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty it shall be so 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 on and as of such prior earlier date (other than any such representation or warranty which is qualified by materiality or material adverse effect, in which case, such representation or warranty shall be true and correct in all respects as of such earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, Credit as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the applicable Issuing Lender shall have received a Borrowing Request or a letter of credit application in accordance with the requirements hereof. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in 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, in each case respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in any respect) as of such representation and warranty that expressly relates to a prior earlier date, in which case such representation and warranty shall be so true and correct (i) in the case of except that the representations and warranties qualified as to materiality, contained in all respects, Sections 3.04(a)(i) and (iia)(ii) otherwiseshall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), in all material respects on and as of such prior daterespectively. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any that such representation representations and warranty warranties (i) that expressly relates relate solely to a prior date, in which case such representation and warranty an earlier date shall be so true and correct (i) in the case as of the representations and warranties qualified as to materiality, in all respects, such earlier date and (ii) otherwise, shall be true and correct in all material respects on and as of such prior dateif they are qualified by a materiality standard. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension . (c) Each Borrowing and each issuance of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented and warranted that made in accordance with the conditions specified in paragraphs terms of clauses (ai) and – (bvi) of this Section have been satisfied 2.01. Each Borrowing and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure Administrative Agent may, but shall have no obligation to, continue to make (or authorize the European Administrative Agent to make) Loans (which shall be considered Protective Advances hereunder) and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any component thereof) shall not exceed the applicable maximum amount thereof Letter of Credit (or amend, renew or extend any Letter of Credit) for the applicable maximum amount ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued (or amending, renewing or extending) any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to Section 5.01(b), to year-end audit adjustments), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan or the 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) The Administrative Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Each Borrowing shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied and thatas of the date thereof. Notwithstanding anything to the contrary herein, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension a conversion of a Letter Borrowing to a different Type or a continuation of Credit, the Aggregate Revolving Exposure (or any component thereof) a Borrowing shall not exceed the applicable maximum amount thereof (or the applicable maximum amount be deemed to constitute a Borrowing for purposes of any such component) specified in this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior earlier date; provided that the aforementioned materiality qualifier shall not apply to the extent any representations and warranties contain a materiality qualifier within such representation and warranty. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On . (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the date of any Loan or applicable Issuing Bank and the Administrative Agent shall have received a request for the issuance, amendment, renewal or extension of any a Letter of CreditCredit as required by Section 2.05(b), Holdings as applicable. Each Borrowing and the Borrower each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in the which case of the representations such representation and warranties qualified as to materiality, warranty shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the case of extent any such representation and or warranty that expressly relates to is qualified by “materially”, “Material Adverse Effect” or a prior datesimilar term, in which case such representation and warranty shall be so 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 on and as of such prior earlier date); provided that the only representations relating to the Borrower or its Subsidiaries and their businesses, the accuracy of which shall be a condition to availability on the Effective Date shall be those in Sections 3.01, 3.02, 3.08, 3.16, 3.19 and 3.20. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; provided that the only representations relating to the Borrower or its Subsidiaries and their businesses, the accuracy of which shall be a condition to availability on the Effective Date shall be those in Sections 3.01, 3.02, 3.08, 3.16, 3.19 and 3.20. On the date Each Borrowing (provided that a conversion or continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (i) in the case of the representations and warranties except as to any representation or warranty qualified as to materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (except, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case as of such earlier date), and if they are not true and correct the Administrative Agent or the Required Lenders shall have determined not to make any Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is untrue or incorrect; provided, however, that, solely for the purposes of the satisfaction of the condition set forth in this Section 4.02(a) at any time prior to June 30, 2020, the term “Material Adverse Effect” as used in the representation and warranty shall be so true set forth in Section 3.04(b) will exclude the known and correct reasonably foreseeable effects, as reflected in financial statements and projections delivered to the Administrative Agent prior to the Amendment No. 1 Effective Date on the Loan Parties and their Subsidiaries (iincluding, without limitation, on the business, assets, operations or condition, financial or otherwise, thereof) in the case of the representations COVID-19 epidemic, pandemic and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datedisease. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On continuing and the date Administrative Agent or the Required Lenders shall have determined not to make such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default. (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Availability is not less than zero. Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the applicable maximum amount of issuance, amendment, renewal or extension of, any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and be continuing. On the date of any Loan immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Holdings as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date); (c) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (d) the Borrower shall have delivered the required Notice of Borrowing; and (e) the Administrative Agent shall have received such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in 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, in each case respects with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, in each case, except as expressly set forth in the case Section 2.23(a) (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to 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 on and only as of such prior specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable and except as expressly set forth in Section 2.23(a), no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraph (a) or (b) of this Section 4.02, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans and thatthe Issuing Bank may, immediately after giving effect but shall have no obligation to, issue or cause to such Loan, or such issuance, amendment, renewal or extension of a be issued any Letter of Credit, Credit for the Aggregate Revolving Exposure (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or any component thereof) shall not exceed the applicable maximum amount thereof (issuing or the applicable maximum amount of causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each any Lender to make a Loan on Credit Extension hereunder (including the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Creditinitial Borrowing hereunder), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party Obligor set forth in this Agreement and of the other Loan Documents to which it is a party (other than the representations and warranties pursuant to Sections 3.5 and 3.10(e), except with respect to the initial Borrowing hereunder), shall be true and correct in all material respects (i) in the case of the representations and warranties unless any such representation or warranty is qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan materiality 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 a prior dateMaterial Adverse Effect, in which case such representation and warranty shall be so 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 on and as of the date of such prior Credit Extension, both before and immediately after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date., in which case they shall be true and correct as of such earlier date; (b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Extension, no Default shall have occurred and be continuing. On ; (c) at the date time of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of CreditCredit Extension, the Aggregate aggregate Revolving Exposure (or any component thereof) Credit Exposures of all Lenders at such time shall not exceed the applicable maximum amount thereof aggregate Commitments of all Lenders at such time; and (or d) Administrative Agent shall have received a Borrowing Request in accordance with the applicable maximum amount requirements of any such component) this Agreement. Each Borrower shall be deemed to make a representation and warranty to Administrative Agent and the Lenders on the date of each Credit Extension hereunder as to the matters specified in clauses (a), (b), and (c) of this Section 2.01, 2.04(a) or 2.05(b)4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in this Agreement (other than the Loan Documents representation contained in Section 3.04(b)) 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, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of CreditCredit (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date . (c) No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan (other than pursuant to a Mandatory Borrowing) on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, and the effectiveness of any extension of the Maturity Date pursuant to Section 2.21, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan Borrowing, Commitment Increase or the date of issuance, amendment, renewal or extension of such Letter of Creditextension, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in the case all material respects as of such earlier date and (ii) any such representation and warranty that expressly relates is qualified as to a prior date“materiality”, in which case such representation and warranty “Material Adverse Effect” or similar language shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing, Commitment Increase or the extension, as applicable, no Default or Event of Default shall have occurred and be continuing. Each Borrowing, each issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or each extension of any Letter of Credit, Holdings the Maturity Date and the Borrower each Commitment Increase shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.2 have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the each Loan Documents Document 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation and or warranty that expressly relates is stated to a prior relate solely to an earlier date, in which case such representation and or warranty shall be so have been 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 on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date . (c) No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, any Lender from making the requested Loan or any Issuing Bank or Lender from issuing, renewing, extending or increasing the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each any Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction on such date of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of ; provided that any such representation representations and warranty warranties that expressly relates to by their express terms are made as of a prior date, in which case such representation and warranty specific date shall be so have been 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 on and as of such prior specific date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On continuing and the Borrowers shall otherwise be in compliance with the provisions of Section 2.01 or 2.05(b), as applicable. (c) If no Borrowing Base Certificate has been delivered to the Administrative Agent during the period of thirty (30) days prior to the date of any Loan or Borrowing, the Borrowers shall have delivered to the Administrative Agent, prior to 10:00 a.m., New York City time, on the Business Day prior to the date of such Borrowing, a Borrowing Base Certificate demonstrating compliance with the Availability requirements as of Friday of the week immediately preceding the date of such Borrowing. Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, Credit is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents that are qualified by materiality shall be true and correct (i) in the case of and the representations and warranties that are not so qualified as to materiality, in all respects, shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Loan Borrowing, or the date of such issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties that are qualified by materiality shall be so true and correct (i) in the case of the and such representations and warranties that are not so qualified as to materiality, in all respects, shall be true and (ii) otherwise, correct in all material respects on and respects, in each case as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such any Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of . (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Holdings Availability is not less than zero. Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or the applicable maximum amount of issuing or causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement (other than the Loan Documents representations and warranties set forth in Sections 3.06 and 3.08(a)) shall be true and correct (i) in the case of the representations any representation and warranties warranty that is qualified as to by materiality, in all respects, respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation and warranty they shall be so true and correct (i) in the case of the representations any representation and warranties warranty that is qualified as to by materiality, in all respects, respects and (ii) otherwise, in all material respects on and respects, as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date . (c) The Administrative Agent shall have received a notice of any Loan such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b). Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendment, renewal or extension of a such Letter of Credit, the Aggregate Revolving Exposure aggregate Credit Exposures (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.012.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of . (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension issuance of any Letter of Credit, Holdings Availability is not less than zero. Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or the applicable maximum amount of issuing or causing to be issued any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement (other than the Loan Documents representations and warranties set forth in Sections 3.06 and 3.08(a)) shall be true and correct (i) in the case of the representations any representation and warranties warranty that is qualified as to by materiality, in all respects, respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation and warranty they shall be so true and correct (i) in the case of the representations any representation and warranties warranty that is qualified as to by materiality, in all respects, respects and (ii) otherwise, in all material respects on and respects, as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date . (c) The Administrative Agent shall have received a notice of any Loan such Borrowing or the issuance, amendmentamendment or extension of such Letter of Credit as required by Section 2.03, renewal 2.04 or 2.05(b). Each Borrowing and each issuance, amendment or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendment, renewal amendment or extension of a such Letter of Credit, the Aggregate Revolving Exposure aggregate Credit Exposures (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.012.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents (including, without limitation, the representations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (i) in the case of the representations except that any representation and warranties warranty that is qualified as to materiality, materiality or Material Adverse Effect shall be true and correct in all respects, and (iirespects as so qualified) otherwise, in all material respects, in each case with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to 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 on and only as of such prior specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately of, or on a pro forma basis after giving effect to the making of such Loan Borrowing or the issuance, amendment, renewal renewal, or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent and, if applicable, the relevant Issuing Bank shall have received a Borrowing Request in accordance with the requirements hereof. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in the which case of the representations such representation and warranties qualified as to materiality, warranty shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so true and correct (i) in the case of the representations or true and warranties qualified as to materiality, in all respects, and (ii) otherwise, correct in all material respects on and respects, as the case may be) as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including, without limitation, pursuant to Sections 2.20, 2.21 and 2.22), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Except as set forth in Section 2.20(c) with respect to Incremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, the representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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, respects (or in each case all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent that such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation representations and warranty warranties shall be so 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 on (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such prior earlier date. (b) At Except as set forth in Section 2.20(c) with respect to Incremental Term Loans used to finance a Permitted Acquisition or other investment permitted hereby, at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan or provide a Letter of Credit Guarantee on the occasion of any Borrowing, and (including on the occasions of each Issuing Bank to issue, amend, renew or extend any Letter of Creditthe initial Borrowings hereunder), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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, in each case on and as of the date of each such Loan or Borrowing (including the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, ) as if made on such date (except in the case of any where such representation and or warranty that expressly relates refers to a prior different date, in which case such representation and warranty shall be so 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 on and as of such prior date.); (b) At at the time of and immediately after giving effect to such Loan or Borrowing (including the issuance, amendment, renewal or extension of such Letter of Credit, as applicable), no Default shall have occurred and be continuing. On ; (c) the date of any Loan or Agent shall have received a Borrowing Request in the issuance, amendment, renewal or extension of any Letter of Credit, Holdings manner and within the time period required by Section 2.3; and (d) except as may be otherwise agreed to from time to time by the Agent and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and thatwriting, immediately after giving effect to the extension of credit requested to be made by the Borrower on such Loandate, the aggregate Exposure will not exceed the lesser of (i) the Commitments, or such (ii) an amount equal to the Borrowing Base. Each Borrowing, including each issuance, amendment, renewal or extension of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount accuracy of any such component) the matters specified in Section 2.01, 2.04(aparagraphs (a) and (b) above. This requirement does not apply on the conversion or 2.05(b)rollover of an existing Borrowing provided that the aggregate outstanding Borrowings will not be increased as a consequence thereof.

Each Credit Event. The obligation of each Lender the Bank to make a each Loan on the occasion of any Borrowing, and of to each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrower is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions by such Borrower: (ai) The the representations and warranties of each Loan Party such Borrower set forth in the each Loan Documents Document to which it is a party 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, in each case respects on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit(other than, as applicable, except in the case of to any such representation and or warranty that expressly relates by its terms refers to a prior specific date, in which case such representation and warranty shall be so true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respectsrespects as of such specified date), and (ii) otherwise, in all material respects on and as of such prior date. (b) At the time of and immediately after giving effect no Default with respect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default Borrower shall have occurred and be continuing. (b) The Bank shall have received a written Borrowing Request signed by such Borrower setting forth the information required by Section 2.2. (c) To the extent required by Regulation U, the Bank shall have received (i) a copy of a Federal Reserve Form, duly executed and delivered by such Borrower and completed for delivery to the Bank, in form acceptable to the Bank, or (ii) a current list of Margin Stock and Non-Margin Assets of such Borrower, in a form acceptable to the Bank and in all respects in compliance with Regulation U, including Section 221.3(c)(2)(iv) thereof. (d) The Bank shall have received such other documentation and assurances as shall be reasonably required by it in connection herewith, including without limitation a duly completed certificate of a duly authorized representative of such Borrower, substantially in the form of Exhibit F hereto. (e) No change in the financial condition or business prospects of the Borrower that may constitute a Material Adverse Effect in the reasonable judgment of the Bank. On the date of any Each request for each Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the by each Borrower shall be deemed to have represented constitute a representation and warranted that warranty by such Borrower on the conditions date thereof as to the matters specified in paragraphs paragraph (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a deemed Borrowing under Section 2.17(c) and an Overadvance made under Section 2.04), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the receipt by the Administrative Agent of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Other than the representation and warranty set forth in Section 3.04(b), the representations and warranties of each the Loan Party Parties set forth in the Loan Documents that are qualified by materiality shall be true and correct (i) in the case of and the representations and warranties that are not so qualified as to materiality, in all respects, shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so 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 on and as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a any Loan (other than the Term B Loans on the occasion of any BorrowingFifth Restatement Effective Date), and of each Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of the Borrower set forth in this Agreement, and of each Loan Party set forth in each of the Loan Documents to which it is a party, 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, in each case respects on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of ; provided that any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty given date shall be so true and correct (i) in the case all material respects as of such given date; provided, further, that the representations and warranties qualified as contained in Section 4.04(a)(i) with respect to materiality, in all respects, the Audited Financial Statements shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (ii) otherwiseb), in all material respects on and as of such prior date.applicable; (b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; and (c) the Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuing Lender shall have received the notice required pursuant to Section 2.04(b) hereof. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, the immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)preceding sentence.

Each Credit Event. The After the Funding Date, the obligation of each Lender to make a Loan on the occasion of any Borrowingnew Loan, and of each Issuing Bank the L/C Issuers to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor satisfaction (or waiver in accordance herewith and to the satisfaction with Section 9.08) of the following conditions: (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (b) The representations and warranties of each the Loan Party Parties set forth in this Agreement and in the other 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in (i) to the case of extent any such representation representations and warranty that warranties are expressly relates limited to a prior an earlier date, in which case such representation and warranty shall be so true and correct (i) in the case of the representations and warranties qualified as to materialitycase, in all respects, and (ii) otherwise, in all material respects on and as of the date of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default such representations and warranties shall have occurred be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any representation or warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, in which case, such representation or warranty shall be continuingtrue and correct in all respects. (c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (including an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.23(b), as applicable. On the date of any Loan or Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs the foregoing clauses (a) and (b) ). For purposes of this Section determining compliance with the conditions specified in Sections 4.01, 4.02 and 4.03, each Lender shall be deemed to have been consented to, approved, accepted or be satisfied and thatwith, immediately after giving effect each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such LoanLender prior to the Effective Date, the Funding Date or such issuance, amendment, renewal or other extension of a Letter of Creditcredit, the Aggregate Revolving Exposure (or any component thereof) as applicable, specifying its objection thereto and such Lender shall not exceed have made available to the applicable maximum amount thereof (or the applicable maximum amount Administrative Agent such Lender’s ratable portion of any Borrowing to occur on such component) specified in Section 2.01, 2.04(a) or 2.05(b)date.

Each Credit Event. The obligation of each Lender to make a Loan to a Borrower on the occasion of any Borrowing, Borrowing (other than a continuation or conversion of an existing Borrowing and other than a Borrowing of each Acquisition-Related Incremental Term Loans) and the obligation of the Issuing Bank to issue, amend, renew or extend issue any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party of such Borrower, its Subsidiary Guarantors and its Parent set forth in the Loan Documents to which it is a party 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, respects (or in each case all respects if qualified by materiality) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, except in to the case of extent that any such representation and warranty that expressly relates to a prior date, an earlier date (in which case such representation and warranty shall be so 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 on and as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default shall have occurred and be continuing. On the date of any Loan . (c) The Administrative Agent or the issuance, amendment, renewal Issuing Bank shall have received a borrowing notice in accordance with Section 2.03 or extension of any a Letter of CreditCredit request in accordance with Section 2.17(b), Holdings as applicable. Each Borrowing (other than a continuation or conversion of an existing Borrowing and the other than a Borrowing of Acquisition-Related Incremental Term Loans) by a Borrower shall be deemed to have represented constitute a representation and warranted that warranty by such Borrower on the conditions date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing, Borrowing of Revolving Loans after the Effective Date and of each (ii) the Issuing Bank to issue, amendrenew, renew increase or extend any Letter of CreditCredit after the Effective Date (each event referred to in clause (i) and (ii) above, a “Credit Event”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following conditions:express conditions (except as hereinafter indicated, including in connection with any Incremental Loans or Incremental Facility, as provided therein): (a) The Except as expressly set forth herein, the representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan Credit Event (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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior a specified date, if earlier). (b) At Except as expressly set forth herein, at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default or Event of Default shall have occurred and be continuing. (c) Except as expressly set forth herein, the Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03 (other than in connection with an Incremental Loan). On the date Except as expressly set forth herein, each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentrenewal, renewal increase or extension of any a Letter of Credit, Holdings and Credit (other than any Borrowing or issuance of a Letter of Credit on the Borrower Effective Date) shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, 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 such earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section have been satisfied 4.02 and thatin Section 2.20 to the contrary, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension the extent that the proceeds of a Letter of CreditTerm Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the Aggregate Revolving Exposure (or any component thereof) only conditions precedent to the funding of such Term Commitment Increase shall not exceed be the applicable maximum amount thereof (or conditions precedent set forth in the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)related Incremental Term Facility Amendment.

Each Credit Event. The obligation obligations of (a) each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of (b) each Issuing Bank to issue, amend, renew renew, reinstate or extend any Letter of Credit (it being understood that the conversion into or continuation of a Eurodollar Loan or, solely with respect to Section 4.02(a), the amendment, renewal, reinstatement or extension of a Letter of Credit does not constitute a Borrowing or the issuance of a Letter of Credit), is are subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension issuance of such Letter of Credit, as applicable, except in the case of any that such representation representations and warranty warranties (A) that expressly relates relate solely to a prior date, in which case such representation and warranty an earlier date shall be so 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 on and as of such prior dateearlier date and (B) shall be true and correct in all respects to the extent they are qualified by a materiality standard. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of . (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal renewal, reinstatement or extension of any Letter of Credit, Holdings the Aggregate Revolving Exposure shall not exceed the lesser of (i) the Borrowing Base as in effect at such time and (ii) the Borrower aggregate Revolving Commitments as in effect at such time. Each Borrowing and each issuance of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, 4.02. Each amendment, renewal renewal, reinstatement or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in paragraphs (b) and (c) of this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, but excluding a conversion of all or a portion of a Borrowing from one Type to the other or a continuation of all or a portion of a Borrowing of the same Type pursuant to Section 2.06, and of each Issuing Bank to issue, amendincrease, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each made by any Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects (i) or, in the case of the representations any representation and warranties warranty qualified as to by materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (other than such representations as are made as of any such representation and warranty that expressly relates to a prior specific earlier date, in which case such representation representations and warranty warranties shall be so true and correct in all material respects as of such earlier date (i) or, in the case of any representation and warranty qualified by materiality, in all respects as of such earlier date)); provided, however, that if the proceeds of such Loan are being used to refinance maturing commercial paper issued by the Parent Borrower, then the representations and warranties qualified as to materiality, in all respects, Sections 3.04(b) and (ii3.06(a) otherwise, in all material respects on and as of such prior dateshall not apply. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendmentincrease, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendmentincrease, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Revolving Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement (other than those set forth in Sections 3.04(b), 3.04(c), 3.05 and 3.14) 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, in each case on and as of the date of such Loan Borrowing or the date of such issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, Borrowing or such issuance, amendment, renewal or extension of a Letter of Credit, no Default shall have occurred and be continuing. (c) With respect to each requesting Borrower that is a Foreign Subsidiary, each Lender shall have submitted the Aggregate Revolving Exposure completed and executed documentation and had accepted by the relevant Governmental Authority such documentation necessary for it be exempt from, or eligible for a reduction in, withholding tax under the laws of the jurisdiction in which such Borrower is located. 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 Borrowers on the date thereof as to the matters specified in paragraphs (or any component thereofa) shall not exceed and (b) of this Section. Each Lender agrees, at the applicable maximum amount thereof (or the applicable maximum amount request of any such component) Borrower, to promptly complete and execute all documentation specified in Section 2.01, 2.04(aparagraph (c) or 2.05(b)of this Section.

Each Credit Event. The Subject to Section 6.4, the obligation of each Lender the Lenders to make a Loan Loans on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 5.2)) 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of may be (except to the extent that any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty shall be so have been 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 on and as of such prior dateearlier date and except that after the Effective Date the representation and warranty set forth in Section 5.2 shall be deemed to refer to the date of the most recent financial statements presented pursuant to Section 7.1(a)). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower a Borrowing shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) not constitute a "Borrowing" for purposes of this Section have been satisfied and thatSection), immediately after giving effect to such other than a Certain Funds Loan, or such and each issuance, amendment, renewal or extension of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.05(b)this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects (i) in the case of the except for those representations and warranties that are qualified as to by materiality, in which case such representations and warranties shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to 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 on and only as of such prior specified date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal amendment or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have been satisfied no obligation to, continue to make Loans and thatan Issuing Bank may, immediately after giving effect to such Loanbut shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the issuance, amendment, renewal amendment or extension of a of, any such Letter of CreditCredit is in the best interests of the Lenders; provided that the aggregate principal amount of such Loans made and Letters of Credit issued, the Aggregate Revolving Exposure (amended or any component thereof) extended pursuant to this sentence shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of $10,000,000 at any such component) specified in Section 2.01, 2.04(a) or 2.05(b)one time outstanding.

Each Credit Event. The obligation of each Lender to make a any Loan on (other than the occasion of any Borrowing2021 Incremental Loans, the conditions to funding thereof shall be set forth solely in the 2021 Incremental Amendment), and of each the Issuing Bank Banks to issue, amend, renew issue or extend increase the face amount of any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party Holdings and the Borrower set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan or the date of issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in the case all material respects as of such earlier date, (ii) any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality” or “Material Adverse Effect” shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal issuance or extension increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan continuing on such date. (c) The Borrower shall have delivered a completed Borrowing Request or the issuance, amendment, renewal or extension of any application for a Letter of Credit, Holdings as applicable. (d) In the case of a Borrowing to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Loan and the Borrower each issuance or increase of a Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a conversion or continuation of any Loans without increasing the principal amount thereof), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor satisfaction (or waiver in accordance herewith and to the satisfaction with Section 9.02) of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) or, in the case of the representations and warranties any representation or warranty qualified as to materialityby materiality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 any such representation and or warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct (i) in the case of the representations and warranties qualified as to materialityby materiality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date Each Borrowing (other than a conversion or continuation of any Loan or Loans without increasing the principal amount thereof) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation representations and warranty that warranties are expressly relates limited to a prior an earlier date, in which case such representation and warranty shall be so true and correct (i) in the case of the representations and warranties qualified as to materialitycase, in all respects, and (ii) otherwise, in all material respects on and as of the date of such prior Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided, that the materiality qualifier set forth in this paragraph (a) shall not be applicable (i) to any representations and warranties that already are qualified or modified by materiality in the text thereof or (ii) to any representations and warranties made on the Effective Date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing, Borrowing and (ii) of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date or in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan or Borrowing, the date of issuance, amendment, renewal or extension of such Letter of CreditCredit or the date of such extension, as applicable, except in the case may be (in each case, unless such date is the Effective Date); provided that, 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 such earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan or Borrowing, the issuance, amendment, renewal or extension of such Letter of CreditCredit or such extension, as applicablethe case may be (unless such Borrowing is on the Effective Date), no Default or Event of Default shall have occurred and be continuing. On continuing or would result therefrom. (c) To the date extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of any Loan or the issuance, amendment, renewal or extension a Borrowing shall not constitute a “Borrowing” for purposes of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (athis Section) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01, 2.04(aclauses (a) or 2.05(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; (c) the representations and warranties of each the Loan Party Parties set forth in this Agreement and in the other 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the case date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty that expressly relates to a prior dateis qualified by materiality, in which case such representation and warranty shall continue to be so 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 on and as of such prior date.; (bd) At the time making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by any applicable Governmental Requirement, and no Default litigation shall have occurred and be continuing. On pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the date making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; and (e) the receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a) Borrower on the date thereof as to the matters, and (b) of this Section have been satisfied and thatto the extent, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a6.02(a) or 2.05(bthrough (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case applicable (unless a representation or warranty is made as of any such representation and warranty that expressly relates to a prior specific date, in which case such representation and or warranty shall be so remain 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 on and as of such prior specified date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date . (c) No indictment of, or institution of any legal process or proceeding against, the Company or any Loan Party, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law, which is reasonably likely to have a Material Adverse Effect shall have occurred. (d) Each of the Borrowers, in connection with each Borrowing, and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented and warranted on the date thereof that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied at that time and that, immediately that after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter credit the Borrowers shall continue to be in compliance with the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base. The conditions set forth in this Section 4.02 are for the sole benefit of Creditthe Administrative Agent, the Aggregate Revolving Exposure (Issuing Bank and the Lenders and may be waived by the Administrative Agent, in whole or in part, without prejudice to the rights of the Administrative Agent, the Issuing Bank or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Lender.

Each Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing, Borrowing after the Closing Date and of each (ii) the Issuing Bank to issue, amendrenew, renew increase or extend any Letter of CreditCredit after the Closing Date (each event referred to in clause (i) and (ii) above, a “Credit Event”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following express conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan Credit Event (or the date true and correct as of issuancea specified date, amendment, renewal or extension of such Letter of Credit, as applicable, except if earlier); provided that in the case of any Incremental Facility the proceeds of which will be used to finance a Permitted Acquisition or similar permitted Investment, such representation and warranty that expressly relates to a prior date, in which case such representation and warranty representations shall be so true and correct (i) in the case of the representations and warranties qualified as limited to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datecustomary “SunGard” specified representations. (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableCredit Event, no Default or Event of Default shall have occurred and be continuing, subject to clause (i) of the proviso to Section 2.20(a). (c) The Revolving Facility Administrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendmentrenewal, renewal increase or extension of any a Letter of Credit, Holdings and Credit (other than any Borrowing or issuance of a Letter of Credit on the Borrower Closing Date) shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20)), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be before and after giving effect to such Borrowing or issuance, amendment, renewal or extension of any such representation Letter of Credit and warranty that expressly relates to a prior datethe application of proceeds therefrom, in which case such representation and warranty shall be so 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 though made on and as of such prior date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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) The Administrative Agent shall have received a Notice of Borrowing in accordance with Article II hereof. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On . (c) The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the date case of any Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of any a Letter of CreditCredit occurring on or after the Amendment No. 5 Effective Date, Holdings at the time of and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendment, renewal extension or extension increase of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) as applicable, Liquidity shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)be less than $1,500,000,000.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than a Borrowing made on the Microsemi Acquisition Closing Date), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the representations except that any representation and warranties warranty that is qualified as to materiality, by materiality or Material Adverse Effect shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; except, except in each case, to the case of extent any such representation and or warranty that expressly relates specifically refers to a prior an earlier date, in which case such representation and warranty it shall be so 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 on (except that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (but excluding any conversion or continuation of any Loan), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) the Borrowers contained in Article III, other than (A) the case of representation and warranty contained in Section 3.05(c), which shall only be required to be made on the representations and warranties qualified as to materiality, in all respectsEffective Date, and (iiB) otherwise, with respect to any Foreign Subsidiary Borrower that is not the Borrower in all material respects, in each case on and as respect of the date of such Loan or requested Credit Event, 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 a prior datein Section 3.03, in which case such representation and warranty shall be so true and correct (i) in the case with respect to such Foreign Subsidiary Borrower as of the representations and warranties qualified as to materiality, in all respectslast time it was made or deemed made, and (ii) otherwiseeach Loan Party contained in each other Loan Document or 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 any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such prior Credit Event, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (but not on the occasion of any interest election pursuant to Section 2.07 that does not increase the outstanding principal amount of the Loans of any Lender), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) In the case of a Borrowing of Revolving Loans, the Administrative Agent shall have received a Borrowing Request for such Borrowing in accordance with Section 2.03; in the case of a Borrowing of Competitive Loans, Borrower shall have accepted the Competitive Bid or Bids in respect of such Loans in accordance with Section 2.04; or, in the case of Letters of Credit, except with respect to the renewal of any Letter of Credit that provides for automatic renewal pursuant to the terms of Section 2.05(c), the Issuing Bank and the Administrative Agent shall have received the appropriate notices, applications or other information required in connection with such request in accordance with Section 2.05. (b) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (bc) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or the applicable maximum amount of any such component) as to matters specified in Section 2.01, 2.04(aparagraphs (b) or 2.05(b)and (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents shall be true and correct in all material respects (i) or, in the case of the any representations and warranties qualified as to materialityby materiality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects, in each case with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicableapplicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct (i) in the case of the representations and warranties qualified as to materialityby materiality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects on and only as of such prior specified date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, (i) no Default shall have occurred and be continuing. On the date of continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Availability shall not be less than zero. (d) No event shall have occurred and the Borrower no condition shall exist which has or could be deemed reasonably expected to have represented a Material Adverse Effect. Each Borrowing and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend, renew or extend, or cause to be issued, amended, renewed or extended, any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending, renewing or extending, or causing the applicable maximum amount of issuance, amendment, renewal or extension of, any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be (in each case, unless such date is the Effective Date); provided that, 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 such earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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. On continuing (other than, in the date case of any Loan Borrowing or the issuance, amendment, renewal or extension of any a Letter of CreditCredit on the Effective Date; provided that on the Effective Date no Default or Event of Default resulting solely from the breach of any Specified Representation shall have occurred and be continuing). 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 Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. 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 each Issuing Bank to issue, amendamend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, “Material Adverse Effect” or similar language, in all respects, respects and (ii) otherwise, in all material respects, in each case on at the time of and as of the date of immediately after giving effect to such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, and to the application of the proceeds therefrom, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received, in the case of a Revolving Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or, in the case of a Swingline Borrowing, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(b). On the date of any Loan Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendmentamendment to increase the amount thereof, renewal or extension of any Letter of Credit, Holdings the Parent and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendmentamendment to increase the amount thereof, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in the which case of the representations such representation and warranties qualified as to materiality, warranty shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so true and correct (i) in the case of the representations or true and warranties qualified as to materiality, in all respects, and (ii) otherwise, correct in all material respects on and respects, as the case may be) as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. (c) The AdministrationAdministrative Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. On the date of any Loan Each Borrowing or the issuance, amendment, renewal extension or extension increase of any a Letter of Credit, Holdings and the Borrower as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement (other than the Loan Documents representations and warranties set forth in Sections 3.06 and 3.08(a)) 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, in each case respects on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date . (c) The Administrative Agent shall have received a notice of any Loan such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b). Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Loan Parties on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendment, renewal or extension of a such Letter of Credit, the Aggregate Revolving Exposure aggregate Credit Exposures (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.012.01(b), 2.01(c), 2.01(d), 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower and the Restricted Subsidiaries set forth in the this Agreement or any other Loan Documents Document shall be deemed to have been made as a part of said request for each Borrowing and 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except in that to the case extent such representations and warranties were made as of any such representation and warranty that expressly relates to a prior specific date, in which case such representation and warranty the same shall be so required to have been 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 on and as of such prior specific date; provided further, in either case, to the extent any such representation or warranty is qualified by Material Adverse Effect or materiality qualifier, such representation or warranty shall be true and correct in all respects. (b) No Material Adverse Effect shall have occurred; (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the Administrative Agent and the Issuing Lender shall have received a request for the issuance of a Letter of Credit as required by Section 2.05(b); and (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in paragraphs (a), (b), and (d) of this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan Borrowing, or the date of issuance, amendment, renewal extension or extension increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal extension or extension increase of such a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On . (c) The Administrative Agent shall have received a Borrowing Request. (d) The Issuing Banks shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. (e) In the date case of any Loan Borrowing, or the issuance, amendment, renewal extension or increase of a Letter of Credit occurring on or after the Amendment No. 5 Effective Date, at the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of any a Letter of Credit, Holdings and the Borrower as applicable, Liquidity shall not be less than $1,500,000,000. Each Borrowing or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit (an “Extension of Credit”), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Company and the Borrower set forth in the Loan Documents this Agreement 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, in each case respects on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter Extension of Credit, as applicable, except in the case of ; provided that (i) if any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty shall be so 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 on and as of such prior earlier date, (ii) 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 Extension of Credit and (iii) the Borrower may update Schedule 3.18(a) and Schedule 3.18(b) from time to time to make the representations set forth in Section 3.18 true and correct. (b) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter Extension of Credit, as applicable, no Default shall have occurred and be continuing. On . (c) The Administrative Agent shall have received a Borrowing Request, including a certification of a Financial Officer of the Borrower as to compliance with the financial covenants set forth in Section 6.13(a), (b), (d), (f) and (g) on a pro-forma basis on the date of any Loan or the issuance, amendment, renewal or extension such Extension of any Letter Credit after giving effect to such Extension of Credit, Holdings and the Borrower . Each Extension of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. 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 each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in this Agreement (other than, after the Effective Date, in Sections 3.04(b) and 3.05(a)) and the other 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation representations and warranty that warranties are expressly relates limited to a prior an earlier date, in which case case, on and as of the date of such representation Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranty warranties shall continue to be so 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 on and as of such prior specified earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (other than any conversion or continuation of any Loan or the Loan) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted warranty by the Borrower on the date thereof that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)satisfied.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents that are qualified by materiality shall be true and correct, and the representations and warranties that are not so qualified 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, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of may be (other than with respect to any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty shall be so true and correct, or 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 on and respects, as the case may be, as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion or participate in any Extensions of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is Credit are subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions precedent on the relevant borrowing date: (a) The at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall exist and be continuing or would result from such Extension of Credit; (b) at the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan or Borrowing before and after giving effect thereto, (except (i) for those representations and warranties that are qualified by materiality, in which such case such representations and warranties shall be true and correct without qualification and (ii) to the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any extent that such representation and or warranty that expressly relates to a prior date, an earlier date (in which case event such representation and warranty shall be so 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 on and as of such prior earlier date.)); (bc) At the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On since the date of the financial statements of the Borrowers described in Section 5.17, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and (d) except as otherwise provided herein (including any Loan or Sweep Arrangement pursuant to Section 2.27), the issuance, amendment, renewal or extension applicable Borrower shall have delivered the required Notice of Borrowing. Each Borrowing (including any Letter of Credit, Holdings and the Borrower Borrowing pursuant to Section 2.27) shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (bc) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20)), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be before and after giving effect to such Borrowing or issuance, amendment, renewal or extension of any such representation Letter of Credit and warranty that expressly relates to a prior datethe application of proceeds therefrom, in which case such representation and warranty shall be so 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 though made on and as of such prior date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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) The Administrative Agent shall have received a notice of borrowing in accordance with Article II hereof. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (in addition to the concurrent or prior satisfaction of the conditions under Section 4.01 on the Closing Date): (a) The (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of each Loan Party the Company set forth in this Agreement and the other Loan Documents or (ii) with respect to any Borrowing following the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents, other than those representations and warranties contained in Section 3.05(b) (but only as to clause (a) of the definition of “Material Adverse Effect”) and Section 3.06(a) and (c) (but solely to the extent such matters affecting the truth and accuracy of such representation and warranty has been disclosed to the Administrative Agent), in each case under clauses (i) and (ii) of this Section 4.02(a), shall be true and correct in all material respects (i) or, in the case of the any such representations and warranties qualified as to by materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing (or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of if any such representation and or warranty that is expressly relates stated to have been made as of a prior specified date, in which case such representation and warranty shall be so 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 on and as of such prior specified date.); (b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. On ; and (c) the date of any Loan IPO Effective Date shall have occurred or the issuance, amendment, renewal Company shall have confirmed to the Administrative Agent in writing that the IPO Effective Date is expected to occur within five (5) Business Days following such Borrowing (which period may be extended to up to ten (10) Business Days following such Borrowing with the consent of the Administrative Agent or extension a longer period as agreed by each of any Letter of Credit, Holdings and the Borrower Joint Lead Arrangers). Each Borrowing shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Company on the date thereof as to the matters specified in paragraphs clauses (a), (b) and (bc) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (other than in connection with any Incremental Facilities (except to the extent set forth in Section 2.20), pursuant to Section 2.21 or in connection with a Permitted Debt Exchange or Limited Condition Transaction, in each case, as so agreed by the Borrower and the applicable Lenders), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be before and after giving effect to such Borrowing or issuance, amendment, renewal or extension of any such representation Letter of Credit and warranty that expressly relates to a prior datethe application of proceeds therefrom, in which case such representation and warranty shall be so 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 though made on and as of such prior date; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 (after giving effect to such qualification). (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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) The Administrative Agent shall have received a Notice of Borrowing in accordance with Article II hereof. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. . (b) On the date of the initial funding, the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of the initial funding, such representations and warranties shall continue to be true and correct as of such specified earlier date. (c) Except for the initial funding, the representations and warranties of the Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of any such Letter of Credit, Holdings as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Borrower date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be deemed to have represented true and warranted that correct in all material respects as of such specified earlier date. (d) The receipt by the conditions specified Administrative Agent of a Borrowing Request in paragraphs (a) and (b) of this accordance with Section have been satisfied and that, immediately after giving effect to such Loan, 2.03 or such a request for the issuance, amendment, renewal or extension of a Letter of Credit, as applicable, in accordance with Section 2.07, as applicable. Each request for a Borrowing and each request for the Aggregate Revolving Exposure (issuance, amendment, renewal or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount extension of any such component) Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 2.01, 2.04(a6.02(a) and 6.02(b) or 2.05(b6.02(c), as applicable.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Lender and the Euro Issuing Lender to issue, amend, renew or extend any Letter of Credit or Euro Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party Obligor set forth in the this Agreement or any other Loan Documents Document 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit or Euro Letter of Credit, as applicable; provided, except in that to the case of extent any such representation and warranty that expressly relates to was made as of a prior specific date, in which case such representation and warranty shall be so 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 on and as of such prior specific date. (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing. (c) The Administrative Agents shall have received a request for a Borrowing as required by Section 2.03 or the Issuing Lender and the Administrative Agent or the Euro Issuing Lender and the Euro Administrative Agent, as applicable, shall have received a request for the issuance of a Letter of Credit or a Euro Letter of Credit, as applicable, as required by Section 2.05(b) or Section 2.06(b), as applicable. (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit or Euro Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit or Euro Letter of Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed relevant Obligors on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in paragraphs (a) and (c) of this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingLoan, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party the Borrower and the other Obligors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (i) or, in the case of the any portion of any representations and warranties qualified as already subject to materialitya materiality qualifier, true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of or, as to any such representation and or warranty that expressly relates refers to a prior specific date, in which case such representation and warranty shall be so 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 on and as of such prior specific date.; (b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On ; and (c) either (i) the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs aggregate Covered Debt Amount (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness. Each Borrowing of Loans and each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01, 2.04(a) or 2.05(b)the preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than solely to the extent constituting a continuation of any Borrowing as a Eurocurrency Borrowing), and of each the Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (in each case other than on the Closing Date, which applicable conditions are set forth in Section 4.01), is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the Loan Documents to which they are party (other than the representations and warranties set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct in all material respects (i) in the case of the representations and warranties except that any representation or warranty which is already qualified as to materiality, materiality or by reference to Material Adverse Effect shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in with the case same effect as if made on and as of any such representation date (other than those representations and warranty warranties that by their terms expressly relates relate to a prior an earlier date, in which case such representation representations and warranty warranties shall be so have been 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 on and as of such prior earlier date.); (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and (c) The Administrative Agent shall have received a notice of borrowing in accordance with Section 2.03. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Revolving Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, in each case after the initial Borrowing on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so true and correct in all material respects (i) or, in the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior earlier date; provided that for purposes of this Section 4.02, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), respectively. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that neither a conversion nor a continuation of any Loan or the issuance, amendment, renewal or extension a Borrowing shall constitute a “Borrowing” for purposes of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (athis Section) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 4.02(a) and (b); provided however, that: (i) the Aggregate Revolving Exposure application of Section 4.02(a) and (or b) to any component thereofIncremental Loan made in connection with any Limited Condition Acquisition shall, at the Borrower’s option, be subject to the second paragraph of Section 1.03 and (ii) Section 4.02(a) and (b) shall not exceed apply to any Loans made under any Refinancing Amendment unless the applicable maximum amount lenders in respect thereof (or have required satisfaction of the applicable maximum amount of any such component) specified same in Section 2.01, 2.04(a) or 2.05(b)the Refinancing Amendment.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Subject to Sections 1.04 and 2.20(e), the representations and warranties of each Loan Party Parent and the Borrowers set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) other than to the extent qualified by materiality or “Material Adverse Effect”, in the case of the which case, such representations and warranties qualified as to materiality, in all respects, shall be true and (iicorrect) otherwise, in all material respects, in each case on and as of the date of such Loan 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 a prior an earlier date, in which case such representation and warranty shall be so 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 respects, other than to the extent qualified by materiality or “Material Adverse Effect”, in which case such representation and warranty shall be true and correct on and as of such prior earlier date. (b) At Subject to Sections 1.04 and 2.20(e), at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by Parent and the conditions Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on any Loan, of the occasion of any Borrowing, Swingline Lender to make Swingline Loans and of each the Issuing Bank Lenders to issue, amend, renew or extend any Letter of CreditCredit (each of the foregoing, a “Credit Extension”), is additionally subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party ODEC set forth in this Agreement and in the other Loan Documents shall be true and correct in all respects (i) or, in the case of the representations and warranties any representation or warranty that is not qualified as to materiality, in all respects, and (ii) otherwiseby a Material Adverse Effect qualifier, in all material respects), in each case on and as of the date of the applicable Credit Extension, except (A) other than on the Effective Date, the representations and warranties set forth in Section 3.04(b), 3.06, 3.07 and 3.12, or (B) any such Loan representations or warranties that, by their terms, refer to a specific date (including by reference to “as of the date hereof) other than 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 a prior dateCredit Extension, in which case such representation and warranty shall be so 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 on and made as of such prior specific date.; (b) At no Default or Event of Default has occurred and is continuing, or would result from such Credit Extension or from the time application of the proceeds therefrom; and immediately after giving effect each Credit Extension shall be deemed to such Loan or constitute a representation and warranty by ODEC on the issuance, amendment, renewal or extension of such Letter of Creditdate thereof as to the matters specified in this clause (b); and (c) the Administrative Agent shall have received, as applicable, no Default shall have occurred and be continuing. On a Borrowing Request relating to the date of requested Borrowing in accordance with Section 2.03(b) or, one or more Issuance Notices with respect to any Loan or the issuance, amendment, renewal or extension of any requested Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified Credit in paragraphs (a) and (b) of this accordance with Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b2.04(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew renew, increase or extend any Letter of Credit, in each case other than in connection with any Incremental Facility, Loan Modification Offer or Permitted Amendment, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal renewal, increase or extension of such Letter of Credit, as applicable, except in the case may be; provided that, 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 such earlier date; provided, further, that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct in all respects (igiving effect to any such qualifications) in on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal renewal, increase or extension of such Letter of Credit, as applicablethe case may be, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom. On To the date extent this Section 4.02 is applicable, each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal renewal, increase or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs clauses (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:conditions (in addition to the concurrent or prior satisfaction of the conditions under Section 4.01 on the Closing Date): (a) The (i) with respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of each Loan Party the Company set forth in this Agreement and the other Loan Documents or (ii) with respect to any Borrowing following the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement and the other Loan Documents, other than those representations and warranties contained in Section 3.05(b) (but only as to clause (a) of the definition of “Material Adverse Effect”) and Section 3.06(a) and (c) (but solely to the extent such matters affecting the truth and accuracy of such representation and warranty has been disclosed to the Administrative Agent), in each case under clauses (i) and (ii) of this Section 4.02(a), shall be true and correct in all material respects (i) or, in the case of the any such representations and warranties qualified as to by materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing (or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of if any such representation and or warranty that is expressly relates stated to have been made as of a prior specified date, in which case such representation and warranty shall be so 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 on and as of such prior specified date.); ​ (b) At at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicableBorrowing, no Default or Event of Default shall have occurred and be continuing. On ; and (c) the date of any Loan IPO Effective Date shall have occurred or the issuance, amendment, renewal Company shall have confirmed to the Administrative Agent in writing that the IPO Effective Date is expected to occur within five (5) Business Days following such Borrowing (which period may be extended to up to ten (10) Business Days following such Borrowing with the consent of the Administrative Agent or extension a longer period as agreed by each of any Letter of Credit, Holdings and the Borrower Joint Lead Arrangers). Each Borrowing shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Company on the date thereof as to the matters specified in paragraphs clauses (a), (b) and (bc) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)preceding sentence.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend make any Letter of Credit, Credit Extension to any Borrower (including the initial Credit Extension) is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditionsconditions with respect to said Borrower and the Parent: (a) The No Default or Event of Default shall have occurred and be continuing on such date nor will result from the making of such Credit Extension. (b) Each of the representations and warranties of each made by any Loan Party set forth in the Article 3 hereof or in any other Loan Documents Document 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, in each case on and as of the date of such Loan or Credit Extension with the date of issuance, amendment, renewal or extension same effect as though made on and as of such Letter of Credit, as applicabledate, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior earlier date. (bc) At In the time case of and immediately after giving effect to such Loan or a Loan, the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default applicable Borrower shall have occurred delivered a Loan Notice in accordance with Section 2.03. For purposes of determining compliance with the conditions specified in this Section 4.01 and be continuing. On the date of any Loan or the issuance4.02, amendment, renewal or extension of any Letter of Credit, Holdings each Lender and the Borrower Issuing Bank shall be deemed to have represented consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to each Lender and warranted that Issuing Bank unless an officer of the conditions Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender or Issuing Bank prior to the Effective Date or applicable Credit Extension date specifying its objection thereto and such Lender or Issuing Bank shall not have made available to the Administrative Agent such Lender’s ratable portion of the Loans or other Credit Extension. Each Loan Notice, LC Request and acceptance by a Borrower of the proceeds from such Credit Extension shall be deemed to constitute a representation and warranty by the relevant Borrower as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension as of a Letter the date of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Credit Extension.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend make any Letter of CreditLC Credit Extension, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The the representations and warranties of each Loan Party set forth in 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, respects (and in each case all respects if qualified by materiality) on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of may be (except to the extent that any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty shall be so have been 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 on (and in all respects if qualified by materiality) as of such prior earlier date). (b) At at the time of and immediately after giving effect to such Loan Borrowing or the 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. On . (c) the date of any Loan Administrative Agent shall have received a Borrowing Request or the issuance, amendment, renewal or extension of any Letter of CreditCredit Application, Holdings as applicable. Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and the Borrower each LC Credit Extension shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Obligors set forth in the this Agreement or any other Loan Documents Document shall be deemed to have been made as a part of said request for each Borrowing and 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except in that to the case extent such representations and warranties were made as of any such representation and warranty that expressly relates to a prior specific date, in which case such representation and warranty the same shall be so required to remain 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 on and as of such prior specific date. (b) No Material Adverse Effect shall have occurred since the Effective Date. (c) The Administrative Agent shall have received a request for a Borrowing as required by Section 2.03 or Section 2.04 or a request for the issuance, amendment, renewal or extension of a Letter of Credit as required by Section 2.05(b); (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in paragraphs (a), (b) and (d) of this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including any Borrowing on the Restatement Effective Date), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be; provided that, 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 such earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the 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. On . (c) Solely with respect to the date obligations of each Revolving Lender to make a Revolving Loan on the occasion of any Loan Borrowing and of each Issuing Bank to issue, amend, renew or the issuance, amendment, renewal or extension of extend any Letter of Credit, Holdings and the Borrower Revolving Availability Date shall be deemed to have represented and warranted occurred. Each Borrowing (provided that the conditions specified in paragraphs (aa conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrower on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01paragraphs (a), 2.04(a(b) or 2.05(b)and, if applicable, (c) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and be continuing. On the date of any Loan immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Holdings as applicable, all representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto; (c) the Borrower shall have delivered the required Notice of Borrowing; and (d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders and consistent with the terms of the Agreement. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)3.2.

Each Credit Event. The obligation On or after the Effective Date, the obligations of each Lender the Lenders to make a Loan Loans on the occasion of any BorrowingBorrowing (except for the Borrowings under any Incremental Facility, which may be limited to the extent otherwise provided in the applicable Incremental Facility Amendment in accordance with Section 2.21(c)), and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so true and correct in all material respects (i) in the case of the representations and warranties qualified as to materiality, or in all respects, and (iias applicable) otherwise, in all material respects on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On . (c) The Borrower shall have delivered to the date Administrative Agent a request for Borrowing that complies with the requirements set forth in Section 2.03. (d) Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) (other than as set forth above in this Section with respect to a Borrowing under any Loan or Incremental Facility the proceeds of which are used to finance a Limited Condition Transaction), and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied 4.02. (e) In respect of a Borrowing of a Revolving Loan, at the time of and that, immediately after giving effect to such LoanBorrowing, or such issuance, amendment, renewal or extension of on a Letter of Credit, Pro Forma Basis the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified Borrower would be in Section 2.01, 2.04(a) or 2.05(b)compliance with Sections 6.12 and 6.13.

Each Credit Event. The obligation of each Lender to make a any Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (i) except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in the which case of the representations such representation and warranties qualified as to materiality, warranty shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so true and correct (i) in the case of the representations or true and warranties qualified as to materiality, in all respects, and (ii) otherwise, correct in all material respects on and respects, as the case may be) as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrowers set forth in the this Agreement or any other Loan Documents Document shall be deemed to have been made as a part of said request for each Borrowing and 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided, except in that to the case extent such representations and warranties were made as of any such representation and warranty that expressly relates to a prior specific date, in which case such representation and warranty the same shall be so required to remain 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 on and as of such prior specific date. (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing. (c) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or the Issuing Lender and the Administrative Agent shall have received a request for the issuance of a Letter of Credit as required by Section 2.04(b); (d) At the time of of, and immediately after giving effect to to, such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in paragraphs (a), (b), (c) and (d) of this Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Lender to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the this Agreement or any other Loan Documents Document shall be deemed to have been made as a part of said request for a Borrowing and 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, applicable except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior earlier date. (b) No Material Adverse Effect shall have occurred since the date of the most recent Borrowing by the Company. (c) The Administrative Agent shall have received a request for a Borrowing as required by Section 2.03 or the Issuing Lender and the Administrative Agent shall have received a request for the issuance of a Letter of Credit as required by Section 2.04(b); (d) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings Each Borrowing and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by the Aggregate Revolving Exposure (or any component thereof) shall not exceed Borrowers on the applicable maximum amount date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01paragraphs (a), 2.04(a(b), (c) or 2.05(b)and (d) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; (c) the representations and warranties of each the Loan Party Parties set forth in this Agreement and in the other 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the case date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty that expressly relates to a prior dateis qualified by materiality, in which case such representation and warranty shall continue to be so 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 on and as of such prior date.; (bd) At the time making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by any applicable Governmental Requirement, and no Default litigation shall have occurred and be continuing. On pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the date making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; and (e) the receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a) Borrower on the date thereof as to the matters, and (b) of this Section have been satisfied and thatto the extent, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a6.02(a) or 2.05(bthrough (d).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in the Loan Documents (other than, on the Effective Date, the representation and warranty set forth in Section 3.04(d)) 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, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of may be (except to the extent that any such representation and warranty that expressly relates to a prior an earlier date, in which case such representation and warranty shall be so have been 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 on and as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. (c) The delivery of a certificate by a Financial Officer to the effect that such Loan shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Convertible Notes Documents. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and the issuance of each Issuing Bank to issue, amend, renew or extend any Letter of CreditCredit (including any extension or renewal thereof or amendment thereto), in each case is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in the this Agreement or any other Loan Documents Document 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, except in (i) to the case of extent that any such representation and or warranty that expressly relates specifically refers to a prior an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be so true and correct in all respects and (iiii) in the case that for purposes of this Section 4.02, the representations and warranties qualified as contained in Section 3.04(b) shall be deemed to materialityrefer to the most recent financial statements delivered pursuant to Sections 5.01(a), in all respects, (b) and (ii) otherwise, in all material respects on and as of such prior datec). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal no Default or extension Event of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs . (ac) and (b) of this Section have been satisfied and that, immediately after After giving effect to such Loan, any Borrowing or such issuance, amendmentAvailability is not less than zero. (d) In the case of any such Borrowing, renewal or extension the Administrative Agent shall have received a Borrowing Request pursuant to Section 2.03 and, in the case of a any such Letter of Credit, the Aggregate Revolving Exposure (Administrative Agent and Issuing Bank shall have received all documentation pursuant to Section 2.06(e). Each such Borrowing or any component thereof) issuance shall not exceed be deemed to constitute a representation and warranty by the applicable maximum amount Borrowers on the date thereof (or as to the applicable maximum amount of any such component) matters specified in Section 2.01Sections 4.02(a), 2.04(a) or 2.05(b(b), (c), and (d).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (including the initial funding), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing; (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect; (c) the representations and warranties of each the Loan Party Parties set forth in this Agreement and in the other 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the case date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation and warranty that expressly relates to a prior dateis qualified by materiality, in which case such representation and warranty shall continue to be so 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 on and as of such prior date.; (bd) At the time making of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, shall not be prohibited by any applicable Governmental Requirement, and no Default litigation shall have occurred and be continuing. On pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the date making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document; (e) solely with respect to any Borrowing of Loans, the principal amount of such Borrowing plus the aggregate amount of cash and Cash Equivalents (other than Excluded Cash) of the Borrower and the Consolidated Restricted Subsidiaries at the time of such Borrowing (before giving effect thereto) shall not exceed the Excess Cash Threshold; and (f) the receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions specified in paragraphs (a) Borrower on the date thereof as to the matters, and (b) of this Section have been satisfied and thatto the extent, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a6.02(a) or 2.05(bthrough (e).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, Borrowing is subject to receipt of the borrowing request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan or Borrowing (unless such date is the date of issuanceEffective Date); provided that, amendmentto the extent that such representations and warranties specifically refer to an earlier date, renewal or extension they shall be true and correct in all material respects as of such Letter of Credit, as applicable, except in the case of earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing, no Default or the Event of Default shall have occurred and be continuing. 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 such a Letter of Credit, as applicable, no Default Credit (other than any Borrowing on the Effective Date) shall have occurred be deemed to constitute a representation and be continuing. On the date of any Loan or the issuance, amendment, renewal or extension of any Letter of Credit, warranty by Holdings and the Borrower shall be deemed on the date thereof as to have represented and warranted that the conditions matters specified in paragraphs (a) and (b) of this Section. Notwithstanding anything in this Section have been satisfied 4.02 and thatin Section 2.20 to the contrary, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension the extent that the proceeds of a Letter of CreditTerm Commitment Increase are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the Aggregate Revolving Exposure (or any component thereof) only conditions precedent to the funding of such Term Commitment Increase shall not exceed be the applicable maximum amount thereof (or conditions precedent set forth in the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)related Incremental Term Facility Amendment.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, Borrowing and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, Credit is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case on and as of the date of such Loan 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 a prior date, in which case such representation and warranty shall be so 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 on and as of such prior date. (b) At at the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred exist; (b) at the time of and be continuing. On the date of any Loan immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any such Letter of Credit, Holdings as applicable, all representations and warranties shall continue to be true and correct in all material respects on and as of that funding date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded for purposes of this condition; (c) the Borrower shall have delivered the required Notice of Borrowing; and (d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)3.2.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the representations except for any representation and warranties warranty that is qualified as by materiality or reference to materialityMaterial Adverse Effect, which such representation and warranty shall be true and correct in all respects), and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent any such representation and or warranty that expressly relates is stated to a prior relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be so 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 on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than the continuation or conversion of Term Benchmark Loans), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the representations and warranties except that any representation or warranty which is already qualified as to materiality, materiality or by reference to Material Adverse Effect shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent such representations and warranties expressly relate to any such representation and warranty that expressly relates to a prior earlier date, in which case such representation representations and warranty shall be so warranties were 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 on (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the . (c) Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank Banks to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents (with respect to any Revolving Borrowing, excluding Sections 3.04(d) and 3.06(a)(i) of this Agreement) shall be true and correct in all material respects (i) or, in the case of the representations and warranties qualified as to materialitymateriality or Material Adverse Effect, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing (subject to Section 2.20) 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 a prior date, in which case such representation and warranty shall be so true and correct in all material respects (i) in the case of the representations and warranties qualified as to materiality, or in all respects, and (iias applicable) otherwise, in all material respects on and as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing (subject to Section 2.20) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) In connection with a Borrowing, the Borrower has delivered a Borrowing Request in accordance with Section 2.03. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)4.02.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew review or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in this Agreement and the other 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, in each case respects on and as of the date of such Loan Borrowing, or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of any unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty they shall be so 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 on and as of such prior dateearlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and correct in all respects. (b) At the time of and immediately after giving effect to such Loan Borrowing, or the issuance, amendment, renewal or extension of such a Letter of Credit, as applicable, no Default shall have occurred and be continuing. (c) The Administrative Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith. (d) The Issuing Bank shall have received all documentation and assurances required under Section 2.20 or otherwise as shall be reasonably required by it in connection therewith. On the date of any Loan Each Borrowing or the issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower as applicable, shall be deemed to have represented constitute a representation and warranted warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension as of a Letter of Credit, the Aggregate Revolving Exposure (or any component date thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b).

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any BorrowingBorrowing (other than the continuation or conversion of Eurodollar Loans), and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party the Borrower set forth in the Loan Documents this Agreement shall be true and correct in all material respects (i) in the case of the representations and warranties except that any representation or warranty which is already qualified as to materiality, materiality or by reference to Material Adverse Effect shall be true and correct in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in to the case of extent such representations and warranties expressly relate to any such representation and warranty that expressly relates to a prior earlier date, in which case such representation representations and warranty shall be so warranties were 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 on (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such prior earlier date. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. On the date of any Loan or the . (c) Each Borrowing and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, in each case other than on the Effective Date is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each Loan Party set forth in 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, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case may be (in each case, unless such date is the Effective Date); provided that, 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 such earlier date; provided further that any such representation and warranty that expressly relates is qualified as to a prior date, in which case such representation and warranty “materiality,” “Material Adverse Effect” or similar language shall be so true and correct (i) in all respects on the date of such credit extension or on such earlier date, as the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects on and as of such prior datemay be. (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be (unless such Borrowing is on the Effective Date), no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the issuance, amendment, renewal or extension a Borrowing shall not constitute a “Borrowing” for purposes of any Letter of Credit, Holdings and the Borrower shall be deemed to have represented and warranted that the conditions specified in paragraphs (athis Section) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal or extension of a Letter of Credit, Credit shall be deemed to constitute a representation and warranty by Holdings and each Borrower on the Aggregate Revolving Exposure (or any component thereof) shall not exceed date thereof as to the applicable maximum amount thereof (or the applicable maximum amount of any such component) matters specified in Section 2.01, 2.04(aclauses (a) or 2.05(b)and (b) of this Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The Other than the representation and warranty set forth in Section 3.04(b), the representations and warranties of each Loan Party the Borrower set forth in the Loan Documents that are qualified by materiality shall be true and correct (i) in the case of and the representations and warranties that are not so qualified as to materiality, in all respects, shall be true and (ii) otherwise, correct in all material respects, in each case respects on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, except in to the case of any extent such representation representations and warranty that warranties expressly relates relate to a prior date, an earlier date (in which case such representation representations and warranty warranties shall be so 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 on and as of such prior earlier date). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicablethe case may be, no Default shall have occurred and be continuing. On the date Each Borrowing (provided that a conversion or a continuation of any Loan or the a Borrowing shall not constitute a "Borrowing" for purposes of this Section) and each issuance, amendment, renewal or extension of any a Letter of Credit, Holdings and the Borrower Credit shall be deemed to have represented constitute a representation and warranted that warranty by the conditions Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the applicable maximum amount thereof (or the applicable maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.05(b)Section.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each the Issuing Bank to issue, amend, renew amend or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions: (a) The representations and warranties of each the Loan Party Parties set forth in 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, in each case respects with the same effect as though made on and as of the date of such Loan Borrowing or the date of issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, except in the case applicable (it being understood and agreed that any representation or warranty which by its terms is made as of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty specified date shall be so required to 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 on and only as of such prior specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). (b) At the time of and immediately after giving effect to such Loan Borrowing or the issuance, amendment, renewal amendment or extension of such Letter of Credit, as applicable, (i) no Default or Event of Default shall have occurred and be continuing. On the date of continuing and (ii) no Protective Advance shall be outstanding. (c) After giving effect to any Loan Borrowing or the issuance, amendment, renewal amendment or extension of any Letter of Credit, Holdings Availability shall not be less than zero. (d) No event shall have occurred and the Borrower no condition shall exist which has or could be deemed reasonably expected to have represented a Material Adverse Effect. Each Borrowing and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied and that, immediately after giving effect to such Loan, or such each issuance, amendment, renewal amendment or extension of a Letter of CreditCredit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of this Section. Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Aggregate Revolving Exposure (Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing Bank may, but shall have no obligation to, issue, amend or extend, or cause to be issued, amended or extended, any component thereof) shall not exceed Letter of Credit for the applicable maximum amount thereof (ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing, amending or extending, or causing the applicable maximum amount of issuance, amendment or extension of, any such component) specified Letter of Credit is in Section 2.01, 2.04(a) or 2.05(b)the best interests of the Lenders.