Common use of Conditions to All Credit Extensions after the Closing Date Clause in Contracts

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects), 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 as of such earlier date (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a), (b), (c) and (d) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a)(i), (a)(ii), (b)(i) and (b)(ii), respectively, and except that, to the extent such representations and warranties relate to the Acquired Business and are given at any time with respect to any period prior to or on the date of the initial Credit Extension hereunder, such representations and warranties shall be limited to those set forth in Section 5.01 (excluding clause (c) thereof), the matters set forth in clause (I) of Section 5.02, Section 5.04, Section 5.14, Section 5.18 and Section 5.19. (b) No Default shall exist, or would exist after such proposed Credit Extension and the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Request for Credit Extension to be made on the Closing Date Date, or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans or EURIBOR Loans) is subject to satisfaction (or waiver) of the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party contained in Article V 5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects)Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date date, (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a), (b), (c) and (dSection 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a)(iSection 6.01(a) and Section 6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), (a)(iithe representations contained in Section 5.05(a), as modified by this clause (b)(i) ii), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments and (b)(ii), respectively, and except that, iii) to the extent that such representations and warranties relate to the Acquired Business and are given at any time with respect to any period prior to or on the date of the initial Credit Extension hereundercontain a materiality qualification, such representations and warranties shall be limited to those set forth accurate in Section 5.01 (excluding clause (c) thereof), the matters set forth in clause (I) of Section 5.02, Section 5.04, Section 5.14, Section 5.18 and Section 5.19all respects. (b) No Default shall exist, or would exist after result from such proposed Credit Extension and or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Request for Credit Extension to be made on the Closing Date Date, or (ii) a Committed Loan Notice or other notice requesting only a conversion of Loans to the other Type, Type or otherwise or a continuation of Eurodollar Rate Term SOFR Loans or EURIBOR Loans) is subject to satisfaction (or waiver) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V 5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects)Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date date, (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a), (b), (c) and (dSection 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a)(iSection 6.01(a) and Section 6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), (a)(iithe representations contained in Section 5.05(a), as modified by this clause (b)(i) ii), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments and (b)(ii), respectively, and except that, iii) to the extent that such representations and warranties relate contain a materiality qualification, such representations and warranties shall be accurate in all respects; provided that, if the Borrower has made an LCT Election in the case of any Borrowing of any Additional Term Loans incurred to finance a Limited Condition Transaction, the Acquired Business truth and are given at any time with respect to any period prior to or on the date accuracy of the initial Credit Extension hereunder, such representations and warranties shall be limited to those set forth in Section 5.01 (excluding clause (c) thereof), the matters set forth in clause (I) of Section 5.02, Section 5.04, Section 5.14, Section 5.18 and Section 5.19customary “specified representations”. (b) No Default shall exist, or would exist after such proposed Credit Extension and the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Request for Credit Extension to be made on the Closing Date or a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied or waived on and as of the date of the applicable Credit Extension.

Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than in connection with (i) a Request for Credit Extension to be made on the Closing Date Date, or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction (or waiver) of the following conditions precedent: (a) The representations and warranties of the each Borrower and each other Loan Party contained in Article V 5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects)Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date date, (provided that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date), and except ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a), (b), (c) and (dSection 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a)(iSection 6.01(a) and Section 6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), (a)(iithe representations contained in Section 5.05(a), as modified by this clause (b)(i) ii), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments and (b)(ii), respectively, and except that, iii) to the extent that such representations and warranties relate to the Acquired Business and are given at any time with respect to any period prior to or on the date of the initial Credit Extension hereundercontain a materiality qualification, such representations and warranties shall be limited to those set forth accurate in Section 5.01 (excluding clause (c) thereof), the matters set forth in clause (I) of Section 5.02, Section 5.04, Section 5.14, Section 5.18 and Section 5.19all respects. (b) No Default shall exist, or would exist after result from such proposed Credit Extension and or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Request for Credit Extension to be made on the Closing Date Date, or (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and (bSection 4.02(b) have been satisfied or waived on and as of the date of the applicable Credit Extension.