Common use of Conditions to all Credit Extensions Clause in Contracts

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit Extension. (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 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 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to satisfaction, or waiver in accordance with Section 11.01, of the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrowers and the each other Loan Parties Party contained in Article V or any other Loan DocumentDocument (i) that are qualified by materiality shall be true and correct, or which and (ii) that are contained in any document furnished not qualified by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreementmateriality, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality respects, in the text thereof) each case, on and as of the date of such Credit Extension, except except, in each case, 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, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent audited financial statements furnished pursuant to clauses subsection (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) All conditions precedent in any other Loan Document shall be satisfied. (e) No event shall have occurred or circumstance exists that has or could reasonably be expected to have a Material Adverse Effect. (f) With respect to issuance of a Letter of Credit, the L/C Conditions shall be satisfied. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Agent shall be deemed to be a representation and warranty by each Borrower that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar LIBO Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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, (ii) in the case of any representation and except that warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects, and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) No Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Secured Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Secured Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Secured Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Revolving Credit Loan Notice requesting only the a conversion of Revolving Credit Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that for such materiality qualifier shall not be applicable to any representations and warranties that already are qualified have a materiality or modified by materiality Material Adverse Effect qualification, which shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Revolving Credit Loan Notice requesting only a conversion of Revolving Credit 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor make any Request for Credit Extension Loans or any Issuing Bank to issue any Letter of Credit, on any Borrowing Date (other than a Loan Notice requesting only including on the conversion of Loans from one Type to another or the continuation of Eurodollar Rate LoansClosing Date) is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Company contained in Article V 5 or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (except that such materiality qualifier shall not be applicable to any representations and warranties that already y) which are qualified or modified by as to materiality shall be true and correct, in the text thereof) each case, on and as of the date of such Credit ExtensionLoan Notice and after giving effect to such borrowing, 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 true and correct, as the case may be, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.11(a) and (b) shall be deemed to refer to the most recent statements furnished prior to the Closing Date or pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist have occurred and be continuing on such date or would result from such immediately after giving effect to the proposed Credit Extension. (c) [Reserved]. (d) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Loan Notice in accordance with the requirements hereof. Each Request for . (e) After making the Credit Extension requested on such Borrowing Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect; (f) On or before the date of issuance of any Letter of Credit, the Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as any Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit Each Loan Notice (other than a Loan Notice notice of conversion requesting only a conversion of Loans to the other Type Interest Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied (or waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (ii) 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, and date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects), (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. and (iv) the representations and warranties contained in Section 5.05(c) and 5.06(a)(ii) do not need to be true and correct for any Borrowing. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Borrower has all approvals, consents and authorizations from The Public Utilities Commission of Ohio which are necessary or required in order to permit the Borrower to incur Obligations hereunder. (d) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a Conversion of Revolving Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, in which case they shall be true and correct in all respects, and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) After giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Availability shall be greater than zero. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion Conversion of Revolving Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until (i) at any time that there are only two (2) Lenders and a Specified Event of Default exists, any Lender (so long as such Lender is a Lender as of the Effective Date and maintains a Commitment not less than the Commitment of such Lender as of the Effective Date), or (ii) in all other circumstances, the Required Lenders, otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which are agreed to by the Agent, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only the a conversion of Revolving Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Borrower contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such materiality qualifier representation or warranty shall not be applicable required to any representations be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another or the other Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V (except the representations and warranties in Sections 5.04(c), 5.05 and 5.06, as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent) or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension. (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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice Request for Credit Extension requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) As such time as the Convertible Notes are outstanding, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) such Credit Extension constitutes “Senior Debt” under, and as defined in, the Convertible Notes Indenture, and (ii) the “Total Leverage Ratio” under, and as defined in, the Convertible Notes Indenture, shall not exceed 5.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters of the Borrower ending with the most recently completed fiscal quarter after giving effect to such Credit Extension. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only the a conversion of Committed Loans from one to the other Type to another or the a continuation of Eurodollar LIBO Rate Loans) and of each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Lead Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, (i) which are qualified by materiality shall be true and correct, and (ii) which are not qualified by materiality shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality respects, in the text thereof) each case, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) After giving effect to such Credit Extension, (i) the Total Outstandings under the Revolving Credit Facility will not exceed the Loan Cap and (ii) the Total Outstandings under the Facilities will not exceed the Aggregate Loan Cap. (d) The Administrative Agent and, if applicable, the applicable L/C LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(aSection 4.02(a) and (bthrough Section 4.02(c) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans, and LC Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of clauses (a), (b) or (d) of this Article IV are agreed to by the Administrative Agent; provided, however, that, if the Administrative Agent has actual knowledge that any Specified Default or any Event of Default under Section 6.13 shall have occurred and be continuing, the Administrative Agent shall cease making Committed Loans unless the Required Lenders otherwise direct in writing; provided, further, that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request request for a Credit Extension (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except to the extent that any such materiality qualifier representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall not be applicable true and correct in all respects (after giving effect to any representations and warranties that already are qualified or modified by materiality in the text thereofsuch qualification)) on and as of the date of such Credit Extension; provided, except to the extent that if any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date; provided, and except that further, that, for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in Section 5.06(b6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 7.01(b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Loan Notice in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, the Total Outstandings do not exceed the Available Loan Amount. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) 5.02(a), (b), and (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or (excluding, however, Section 5.05(c) and Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) other than on the Closing Date pursuant to Section 4.01(a)(vi)) and contained in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable or, with respect to any representations and warranties that already are representation or warranty qualified by reference to materiality or modified by materiality Material Adverse Effect, in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V V, other than (A) the representation and warranty contained in Section 5.05(c), which shall only be required to be made on the Closing Date, and (B) with respect to any Foreign Obligor that is not the Borrower in respect of the requested Credit Extension, the representation and warranty in Section 5.03, in which case such representation and warranty shall be true and correct with respect to such Foreign Obligor as of the last time it was made or any deemed made, and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension.Extension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b4.02(a) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Effective Date (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Effective Date is in each case subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties (i) Borrower contained in Article V or any (subject, in the case of the representations and warranties made on the Initial Funding Date, to the limitation set forth in the last sentence of this Section 4.03(a)) and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders any Loan Party at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that except, if a qualifier relating to materiality, Material Adverse Effect, Initial Funding Date Material Adverse Effect or a similar concept applies, such materiality qualifier representation or warranty shall not be applicable required to any representations be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) ), the representations and warranties contained in Section 5.06(b5.11(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses Section 6.01. Notwithstanding anything in this Agreement to the contrary, (ai) the representations and warranties relating to Allied and its Subsidiaries made on the Initial Funding Date under Article V shall be limited to (x) the Specified Credit Agreement Representations and (by) the Specified Merger Agreement Representations (which are incorporated herein by reference), respectively, and (ii) the references to “Material Adverse Effect” in the representations made by the Borrower in clause (c) of Section 6.015.05 and in clause (b) of Section 5.11 on the Initial Funding Date shall be deemed to be a reference to “Initial Funding Date Material Adverse Effect”. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedent:precedent in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions (including, for the avoidance of doubt, with respect to the testing of clauses (i), (ii) and (iv) with respect to any applicable Request for Credit Extension): (ai) (x) The representations and warranties of the Borrower, the Parent Guarantor each Loan Party set forth in Article 5 and the in each other Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate or (y) if the proceeds of any Initial DDTL Borrowing are used to finance any Limited Condition Transaction, and except that for purposes of this Section 4.03(a) only the representations and warranties contained in Section 5.06(b) Specified Representations shall be deemed to refer to true and correct in all material respects on and as of the most recent statements furnished pursuant to clauses (a) and (b), respectively, date of Section 6.01such DDTL Borrowing. (bii) (x) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom or (y) if the proceeds of any Initial DDTL Borrowing are used to finance any Limited Condition Transaction, no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall exist or would result from the making of such Initial DDTL Borrowing. (ciii) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) Solely in connection with any Initial DDTL Borrowing, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the applicable Test Period, shall not exceed the greater of (x) 5.25 to 1.00 and (y) in the case of any DDTL being applied to (A) concurrently finance a Permitted Acquisition or other Investment not prohibited hereunder or (B) repay Revolving Credit Loans or other Indebtedness and/or replenish of cash on hand previously utilized to finance such Permitted Acquisition or Investment, the Consolidated First Lien Net Leverage Ratio immediately prior to consummation of such Permitted Acquisition or other Investment or, with respect to clause (B), immediately prior to the repayment of such Revolving Credit Loan or other Indebtedness or cash utilized, calculated on a Pro Forma Basis. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(i) and (bii), subject, in each case, to the provisions set forth herein in connection with Limited Condition Transactions (or, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding anything to the contrary herein, the Required DDTL Lenders shall be permitted to waive any of the conditions precedent to the drawing of any DDTL without the consent of any other party.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only the a conversion of Revolving Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or (excluding, however, Section 5.05(c) and Section 5.06 with respect to any making of the representations and warranties pursuant to this Section 4.02(a) on any date other than the Closing Date) and (ii) each Borrower contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such materiality qualifier representation or warranty shall not be applicable required to any representations be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another or the other Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V (except the representations and warranties in Sections 5.04(c) and 5.05, as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent) or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except provided that such materiality qualifier shall not be applicable to any representations (i) if a representation and warranties that already are warranty is qualified or modified by materiality it shall be true and correct in all respects and (ii) the text thereofrepresentation and warranty made in Section 5.12(a) shall be true and correct in all respects, in each case on and as of the date of such Credit ExtensionExtension (or, except to the extent that if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit Extension. (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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any those representations and warranties that already which are qualified or modified by materiality or Material Adverse Effect shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that after the Closing Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct. (b) No Default shall exist then exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable Fronting L/C Issuer Issuer, the Several L/C Agent or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The Except as provided in the last paragraph of Section 2.13(b), the representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or, in the text thereofcase of any representation or warranty qualified by “Material Adverse Effect” or “materiality”, true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by “Material Adverse Effect” or “materiality”, true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(b) 5.05 and Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSections 7.01(a) and (b), respectively, of Section 6.01. (b) No Except as provided in the last paragraph of Section 2.13(b); no Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Company and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such or, if the applicable representation and warranty is already subject to a materiality qualifier standard, shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(b) 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.04(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The Other than with respect to the Credit Extensions to be made on the Closing Date, the obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that the extent already are qualified or modified by materiality pursuant to the terms thereof in the text thereofwhich case they shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(b) Sections 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower (other than the Request for Credit Extension delivered with respect to the Credit Extensions to be made on the Closing Date) shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) After giving effect to such Credit Extension and the application by the Administrative Agent of the proceeds thereof, (x) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. (b) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01. (bc) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (cd) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(aSection 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension under the Revolving Credit Facility (or any other facility as set forth in this Agreement) and any requests for Incremental Revolving Credit Commitments which are established, but not drawn on the date of the effectiveness of such facility (other than (x) a Committed Loan Notice requesting only the a conversion of Loans from one Type to another Type, or the a continuation of Eurodollar Rate LoansTerm Benchmark Loan, or (y) a Credit Extension under any Incremental Facility in connection with a Permitted Acquisition or other Investment, which are subject to the LCT Provisions) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further that any representation and except warranty that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to clauses (aany qualification therein) and (b), respectively, of Section 6.01in all respects on such respective dates. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other another Type or a continuation of Eurodollar Rate Term Benchmark Loans, or (ii) a Credit Extension in connection with a Permitted Acquisition or other Investment which are subject to the LCT Provisions) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Domestic Loan Notice or Canadian Loan Notice requesting only the conversion a Conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(b5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. Each Request for Credit Extension (other than a Domestic Loan Notice or Canadian Loan Notice requesting only a conversion Conversion of Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans) submitted by the Lead Borrower or the Canadian Borrower, as applicable, shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower or the Canadian Borrower, as applicable, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, if there are two (2) or fewer Lenders, any Lender) otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 and except (ii) that for purposes of this Section 4.03(a) 4.02(a), the representations and warranties contained in Section 5.06(b5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSections 6.01(a) and (b6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), respectivelythe representations contained in Section 5.05(a), as modified by this clause (ii), shall be qualified by the statement that such financial statements are subject to the absence of Section 6.01footnotes and year-end audit adjustments. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. (f) After giving effect to any such Request for Credit Extension occurring during the five Business Day period immediately preceding the Maturity Date with respect to the 2012 Multicurrency Revolving Credit Commitments, the Borrowers would not be required by Section 2.06(b)(vii) to prepay or cause to be prepaid Multicurrency Revolving Credit Loans and/or cash collateralize or cause to be cash collateralized the L/C Obligations. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Committed Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and 4.02(b) (band, if applicable, (c)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (ii) 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, and date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects), (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (iv) the representations and warranties contained in Section 5.05(c) and 5.06(a)(ii) do not need to be true and correct for any Credit Extension after the initial Credit Extension. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Borrower has all approvals, consents and authorizations from PUCO which are necessary or required in order to permit the Borrower to incur Obligations hereunder. (d) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loansincluding making any Incremental Term Loan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed. (d) 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 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 4.03(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Loan Notice requesting only the a conversion of Loans from one Type to another or the other Type, (ii) a continuation of Eurodollar Rate SOFR Loans or Daily Simple Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or (except the representations and warranties in Sections 5.04(d) and 5.05, as to any other Loan Document, or matter which are contained has theretofore been disclosed in any document furnished writing by the Borrower to the Lenders by written notice given to the Administrative Agent or the Lenders under Agent) or in connection with this Agreementany other Loan Document, shall be true and correct in all material respects (except provided that such materiality qualifier shall not be applicable to any representations (i) if a representation and warranties that already are warranty is qualified or modified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the text thereofrepresentation and warranty made in Section 5.15(a) shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (or, except to the extent that if such representations and warranties specifically refer to representation speaks as of an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension. (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. (d) To the extent that any of the proceeds of such Request for Credit Extension shall be used to repay, redeem or refinance any Senior Notes, the Total Revolving Outstandings shall not exceed 85% of the Aggregate Revolving Commitments immediately after giving effect to such Request for Credit Extension and the use of proceeds thereof. Each Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type or Type, (ii) a continuation of Eurodollar Rate SOFR Loans or Daily Simple Swing Line Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) (solely to the extent that the proceeds of such Request for Credit Extension shall be used to repay, redeem or refinance any Senior Notes), have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only the a conversion of Committed Loans from one to the other Type to another or the a continuation of Eurodollar LIBO Rate Loans) and of each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Lead Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, (i) which are qualified by materiality shall be true and correct, and (ii) which are not qualified by materiality shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality respects, in the text thereof) each case, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and LC Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV are agreed to by the Administrative Agent; provided, however, that, if the Administrative Agent has actual knowledge that any Specified Default or any Event of Default under Section 6.13 shall have occurred and be continuing, the Administrative Agent shall cease making Committed Loans unless the Required Lenders otherwise direct in writing; provided, further, that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation obligations of each Lender the Lenders to honor make Credit Extensions hereunder on any Request for Credit Extension date (each, a “Borrowing Date”) (other than a Loan Notice requesting only on the conversion of Loans from one Type to another Funding Date or the continuation of Eurodollar Rate LoansClosing Date, or on the Borrowing Date under any Incremental Loan Assumption Agreement, Extension Amendment or Refinancing Amendment) is are subject to the satisfaction of the following conditions precedentconditions: (a) The (i) (x) in the case of any Revolving Credit Borrowing proposed to be made after the Funding Date but prior to the Closing Date, (1) the representations and warranties made by (A) the Borrower set forth in Sections 3.14, 3.26(a) and the second sentence of Section 3.27 (in the case of Section 3.26(a) and 3.27 solely with respect to the use of the Borrowerproceeds of such Revolving Credit Borrowing) and (B) the Escrow Guarantor set forth in Section 2.5 of the Escrow Guarantee Agreement shall, in each case, be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the Parent Guarantor date of such Borrowing with the same effect as though made on and the other Loan Parties contained in Article V or any other Loan Documentas of such date, or which are contained in any document furnished by the Borrower except to the Administrative Agent or the Lenders under or extent such representations and warranties expressly relate to an earlier date, in connection with this Agreement, which case such representations and warranties shall be true and correct in all material respects (except that such this materiality qualifier shall not be applicable to any representations and warranties representation or warranty that is already are qualified or modified by materiality or “Material Adverse Effect”), on and as of such earlier date, (2) the Escrow Guarantee Agreement remains in full force and effect and (3) the text thereofcondition set forth in Section 4.04(a) is satisfied on and as of the date of such Borrowing and (y) in the case of any other Credit Extension, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date, date and except that for purposes (ii) other than in the case of this Section 4.03(a) any Revolving Credit Borrowing proposed to be made after the representations Funding Date and warranties contained in Section 5.06(b) shall be deemed to refer prior to the most recent statements furnished pursuant to clauses (a) and (b)Closing Date, respectively, of Section 6.01. (b) No no Default shall exist or would result from such proposed Credit ExtensionExtension or the application of the proceeds therefrom. (cb) 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 hereofas required by Article II. Each Request for Credit Extension (other than a Loan Notice Borrowing Request requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or SOFR Loans) submitted by the Borrower after the Funding Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. For avoidance of doubt, no condition contained in this Section 4.03 shall apply to the release of Loan Escrowed Proceeds on the date upon which the conditions contained in Section 4.04 are satisfied.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the 4ther Type, or the a continuation of Eurodollar Term SOFR Loans or Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except provided that such materiality qualifier any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall not be applicable true and correct (after giving effect to any representations and warranties that already are qualified or modified by materiality qualification therein) in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, however, that for so long as the Borrower maintains a customary commercial paper lending facility, the representations set forth in Section 5.04(b) and Section 5.06 shall be excluded from this clause (a). (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Term SOFR Loans or Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Borrower contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier shall not in which case it will be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Subsidiary Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Subsidiary Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, the fact that no Lender shall have notified the Administrative Agent (which shall promptly notify the applicable Borrower and the other Lenders) within two Business Days of such Lender’s receipt of the Committed Loan Notice for such Borrowing that deposits in the relevant currency are not available to such Lender in the applicable interbank market for the relevant Interest Period and there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower ▇▇▇▇▇▇▇▇▇ shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or, in the text thereofcase of Section 5.19, all respects) on and as of the date of such Credit 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, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one to the other Type to another or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrowers and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that for such materiality qualifier shall not be applicable to any representations and warranties that already are qualified have a materiality or modified by materiality Material Adverse Effect qualification, which shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 such applicable Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that and in all respects if any such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty is already are qualified or modified by materiality in the text thereofmateriality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01.; (b) No no Default or Event of Default shall exist exist, or would result from from, such proposed Credit Extension.Extension or from the application of the proceeds therefrom; (c) The 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; and (d) solely in the case of Borrowing of the Delayed Draw Term Loans, a certificate, dated as of the date of such Borrowing, duly executed by a Responsible Officer of Holdings (I) setting forth calculations in reasonable detail demonstrating compliance with (A) a First Lien Net Leverage Ratio of 4.25:1.00 and (B) a Total Net Leverage Ratio of 6.25:1.00, in each case after giving effect on a Pro Forma Basis to the Delayed Draw Term Loans to be borrowed on such date (without netting the cash and Cash Equivalents constituting proceeds of such Delayed Draw Term Loans) and (II) certifying that, upon the application of the proceeds of the Delayed Draw Term Loans (together with any other proceeds applied at such time to pay the Earn-Out Payment), the Earn-Out Payment shall have been paid in full, provided that, in the case of Incremental Facilities, the conditions specified in Sections 4.02(a) and (b) shall be limited in accordance with Section 2.14(f) if such Request for Credit Extension is in connection with a Limited Condition Transaction. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) (and, in the case of the Delayed Draw Term Loans, Section 4.02(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) After giving effect to such Credit Extension, (x) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. (b) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (bc) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (cd) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor Borrowers and the each other Loan Parties Party contained in Article V or any and (ii) each Borrower and each other Loan Document, Party contained in each other Loan Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier shall not in which case it will be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Subsidiary Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Subsidiary Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower C▇▇▇▇▇▇▇▇ shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than excluding a Loan Notice requesting only the a conversion of Loans from a Loan of one Type to another the other Type, or the a continuation of a Eurodollar Rate LoansLoan) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) There shall not have been commenced against the Borrower or any Subsidiary an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, in each case that remains undismissed. (d) 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. (e) There shall not have occurred (A) any payment default under the Proleukin® Distribution Agreement (unless the unpaid amount giving rise to such default shall have been paid or waived) nor (B) any other default under such agreement that has not been cured or waived, or any other event that is continuing, which default or other event permits Novartis to terminate, or results in the termination of, the Proleukin® Distribution Agreement. Each Request for Credit Extension (other than excluding a Loan Notice requesting only a conversion of Loans a Loan of one Type to the other Type Type, or a continuation of a Eurodollar Rate LoansLoan) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate LoansCommitted Loans as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Company and the each other Loan Parties Party contained in Article V VI (excluding the representation and warranty contained in subsection (c) of Section 6.05) or any other Loan Document, or which that are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension. (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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only the a conversion of Committed Loans from one to the other Type to another or the a continuation of Eurodollar LIBO Rate Loans) and of each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Lead Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, (i) which are qualified by materiality shall be true and correct, and (ii) which are not qualified by materiality shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality respects, in the text thereof) each case, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) After giving effect to such Credit Extension, the Total Outstandings will not exceed the Loan Cap. (d) The Administrative Agent and, if applicable, the applicable L/C LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(aSection 4.02(a) and (bthrough Section 4.02(c) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans, and LC Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of clauses (a), (b) or (d) of this Article IV are agreed to by the Administrative Agent; provided, however, that, if the Administrative Agent has actual knowledge that any Specified Default or any Event of Default under Section 6.13 shall have occurred and be continuing, the Administrative Agent shall cease making Committed Loans unless the Required Lenders otherwise direct in writing; provided, further, that the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only the a conversion of Revolving Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Revolving Loan Notice requesting only a conversion of Revolving 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 4.03(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. Upon satisfaction of all the conditions specified in Sections 4.01 and 4.02, the Existing Credit Agreement will be amended and restated by this Agreement (with all loans outstanding thereunder and the Existing Letters of Credit being renewed and continued) and all Liens securing obligations under the Existing Credit Agreement shall be automatically continued.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Credit Loan Notice requesting only the a conversion of Revolving Credit Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that for such materiality qualifier shall not be applicable to any representations and warranties that already are qualified have a materiality or modified by materiality Material Adverse Effect qualification, which shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Revolving Credit Loan Notice requesting only a conversion of Revolving Credit 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.1. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative After giving effect to the proposed Credit Extension, (i) Total Outstandings shall not exceed the Aggregate Commitments then in effect, (ii) if the proposed Credit Extension is a Swing Line Loan, the Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit, and (iii) if the proposed Credit Extension is a Letter of Credit, the Outstanding Amount of L/C Obligations shall not exceed the L/C Sublimit. (d) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type 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 4.03(a4.2(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor each Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to or in all respects in the case of any representations and warranties that already are qualified or modified by materiality in the text thereofmateriality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (i) The lesser of (A) the Total Borrowing Base and (B) the Revolving Credit Facility, exceeds the Outstanding Amount of the Revolving Credit Loans, Swing Line Loans and L/C Obligations at such time, after giving effect to such Credit Extension, (ii) the lesser of (A) the U.S. Borrowing Base and (B) the U.S. Revolving Credit Facility, exceeds the Outstanding Amount of the U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations at such time, after giving effect to such Credit Extension and (iii) the lesser of (A) the Canadian Borrowing Base and (B) the Canadian Revolving Credit Facility, exceeds the Outstanding Amount of the Canadian Revolving Credit Loans, Canadian Swing Line Loans and Canadian L/C Obligations at such time, after giving effect to such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any those representations and warranties that already which are qualified or modified by materiality or Material Adverse Effect shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that after the Closing Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct. (b) No Default shall exist then exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable Fronting L/C Issuer Issuer, the Several L/C Agent or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) Loans and other than a Request for Credit Extension in connection with an Incremental Amendment, which shall be governed by ‎Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower, the Parent Guarantor each Loan Party set forth in Article 5 and the in each other Loan Parties contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (bii) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (ciii) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a‎4.02(i) and ‎(ii) (bor, in the case of a Request for Credit Extension in connection with an Incremental Amendment, the conditions specified in ‎Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one to the other Type to another or the a continuation of Eurodollar Rate Loans) is subject to the satisfaction or waiver of following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that (i) such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and except that for purposes of this Section 4.03(a(ii) the such representations and warranties contained are qualified as to materiality, in Section 5.06(b) which case they shall be deemed to refer to the most recent statements furnished pursuant to clauses true and correct in all respects as of such date (a) and (bor such earlier date), respectively, of Section 6.01. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a5.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension. Notwithstanding the foregoing, (i) the only representations the accuracy of which shall be a condition to the availability of the Six3 Facilities on the Fifth Amendment Closing Date shall be the Specified Representations and the Specified Merger Agreement Representations and (ii) Section 5.02(b) shall not be a condition to the availability of the Six3 Facilities on the Fifth Amendment Closing Date.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article ARTICLE V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable with respect to any representations and warranties that already which are expressly qualified or modified by materiality materiality, which shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (bi) No Default or Event of Default shall exist exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof, and (ii) after giving effect to such proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or (other than, in the case of any Credit Extension after the initial Credit Extension hereunder, the representation and warranty set forth in Section 5.05(c)) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in such respects as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b)) of Section 6.01 (subject, respectively, in the case of any unaudited statements furnished pursuant to clause (b) of Section 6.01, to the absence of footnotes and to normal year-end audit adjustments). (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower (other than the Initial Designated Borrower), then the conditions of Section 2.14(b) to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in Euros, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in Euros) or the L/C Issuer (in the case of any Letter of Credit to be denominated in Euros) would make it impracticable for such Credit Extension to be denominated in Euros. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty by such Borrower that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any (other than Sections 5.05(c) and 5.06) and in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that and in all respects if any such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty is already are qualified or modified by materiality in the text thereofor reference to Material Adverse Effect) on and as of the date of such Credit 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 (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, date and except (ii) that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than than, (i) on the Closing Date, (ii) in connection with a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate LoansLoans and (iii) in the case of any automatic renewal of an Auto-Renewal Letter of Credit) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that and in all respects if any such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty is already are qualified or modified by materiality in the text thereofmateriality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01prior to such proposed Credit Extension. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansLoans and (ii) an automatic renewal of an Auto-Renewal Letter of Credit) submitted by the Borrower shall be deemed to be a representation and warranty that that, subject to the proviso to the first paragraph of this Section 4.02, the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except that (w) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (x) 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, and except that (y) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this herewith or therewith (including any Designated Borrower Request and Assumption Agreement), shall be true and correct in all material respects (except that unless such materiality qualifier shall not be applicable to any representations and warranties that representation or warranty is already are qualified or modified by materiality or Material Adverse Effect, in the text thereofwhich case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with of this Agreement, Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 as of such earlier date, and (ii) except that for purposes of this Section 4.03(a4.02, (1) the representations and warranties contained in subsections (a), (b) and (c) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (2) the representations and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii), and shall be true and correct in all material respects as of the effective date of such update, and (3) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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, together with a Certificate to Accompany Request for Credit Extension of a Responsible Officer of the Borrower in the form of Exhibit H attached hereto. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar Rate Term SOFR Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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 as of such earlier date, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, if there are two (2) or fewer Lenders, any Lender) otherwise direct the Agent to cease making Loans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Conversion/Continuation Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar LIBO Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrowers and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or, in the text thereofcase of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist have occurred and be continuing, or would result from such proposed Credit ExtensionExtension or from 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 Loan Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders (or, in the event that there are only two (2) Lenders hereunder, any Lender so long as such Lender is a Lender as of the Effective Date and maintains a Commitment not less than the Commitment of such Lender as of the Effective Date) otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type a Committed Loan to another Type of Committed Loan, or the a continuation of Eurodollar LIBO Rate Loans or BA Equivalent Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrowers and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or, in the text thereofcase of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a), (b) and (f) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements statements, if any, furnished pursuant to clauses (a), (b) and (bd), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent or the Canadian Agent, if applicable, 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 a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans a Committed Loan to the other another Type of Committed Loan or a continuation of Eurodollar LIBO Rate Loans or BA Equivalent Loans) submitted by the Lead Borrower or the Canadian Borrower, as applicable, shall be deemed to be a representation and warranty by the Domestic Borrowers or the Canadian Borrower, as applicable, that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but unless and until the Required Lenders otherwise direct the Administrative Agent and the Canadian Agent (in accordance with the terms of this Agreement) to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans that are requested by the Lead Borrower or the Canadian Borrower, as applicable, of all L/C Advances required to be made hereunder and participate in all Swing Line Loans and Letters of Credit whenever made or issued in accordance with the provisions of this Agreement, and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent or the Canadian Agent, as applicable; provided that, the making of any such Loans or the issuance of any Letters of Credit in the event the provisions of this Article IV are not complied with shall not be deemed to be a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Holdings and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower pursuant to the Administrative Agent or the Lenders under or in connection with terms of this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any for representations and warranties that are already are qualified or modified by materiality in the text thereofas to materiality, which shall instead be true and correct) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Credit Loan Notice requesting only the a conversion of Revolving Credit Loans from one Type to another the other Type, or the a continuation of Eurodollar LIBO Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. Each Request for Credit Extension (other than a Revolving Credit Loan Notice requesting only a conversion of Revolving Credit Loans to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Revolving Credit Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Borrower and which, notwithstanding the failure of the Borrower to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.06(b) 5.03 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent and any Lender, to the extent required by Section 2.14. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Co-Borrowers and the each other Loan Parties Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection herewith or therewith, (i) with this Agreementrespect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and in each case except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) Except in the case of an L/C Credit Extension consisting of an extension in the expiry date of a Letter of Credit, the Required Lenders shall have consented to such Credit Extension (which consent may be delivered by a Lender pursuant to an acknowledgment via electronic mail). (e) Except in the case of an L/C Credit Extension consisting of an extension in the expiry date of a Letter of Credit, after giving effect to such proposed Credit Extension, Excess Availability shall be in an amount acceptable to the Required Lenders. (f) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Revolving Credit Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such the proposed Credit 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 as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.; (b) No Default shall exist exist, or would result from such proposed Credit Extension.Extension or from 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; and (d) After giving effect to the proposed Credit Extension, the Total Revolving Credit Outstandings shall not exceed the lesser of the (i) the Adjusted Borrowing Base at such time and (ii) the Aggregate Commitments. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Credit 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 4.03(a4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The Subject to the limitations in Section 2.14 and the applicable Increase Joinder, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) on and after the Restatement Date is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality except, if a qualifier shall not be applicable relating to materiality, Material Adverse Effect or a similar concept applies to any representations representation or warranty, such representation or warranty shall be required to be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Revolving Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Company and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of Credit Extensions to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality except, if a qualifier shall not be applicable relating to materiality, Material Adverse Effect or a similar concept applies to any representations representation or warranty, such representation or warranty shall be required to be true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation Lenders shall not be required to make any Loan, including the initial Loan, and no Issuing Bank shall be required to issue any Letter of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only Credit, unless on the conversion applicable date of Loans from one Type to another or the continuation requested extension of Eurodollar Rate Loans) is subject to the following conditions precedentcredit: (a) The representations Borrower shall have furnished to the Administrative Agent, with sufficient copies for each Lender, a certificate dated such date of the requested extension of credit and warranties signed by an Authorized Officer of the Borrower, stating that after taking in account the Parent Guarantor making of such Loan or issuance of such Letter of Credit, and the other Loan Parties repayment of any outstanding obligations of the Borrower with respect to commercial paper with the proceeds of such Loan, if applicable, the Borrower will not have exceeded the maximum aggregate principal amount that the Borrower is entitled to borrow from financial institutions or receive from the sale of commercial paper under Board of Directors’ resolutions of the Borrower. (b) There exists no Event of Default or Unmatured Default. (c) The representations and warranties contained in Article V or any (other Loan Documentthan, or which after the Agreement Date, the representations and warranties set forth in Sections 5.2(b), 5.3, 5.11(a), 5.11(b), 5.11(c), 5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the such date of such Credit Extension, the requested extension of credit except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they such representation or warranty shall be have been true and correct on and as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (bd) No Default All legal matters incident to such extension of credit shall exist or would result from such proposed Credit Extension. be satisfactory to the Lenders and their counsel (c) The including, without limitation, evidence satisfactory to the Administrative Agent and, if applicable, the applicable L/C Issuer of any required Governmental Approvals or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofconsents regarding such extension of credit). Each Request request for Credit Extension (other than a Loan Notice requesting only a conversion an extension of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower credit shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in Sections 4.03(a4.2(a), (b) and (bc) have been satisfied on and satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit 4.2 (a “Compliance Certificate”) as of the date of the applicable Credit Extensiona condition to making a Loan.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by or at the request of the Borrower to the Administrative Agent or the Lenders any Subsidiary at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist have occurred and be continuing, or would immediately result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) with respect to a Limited Condition Transaction, and (ii) a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans, but including Additional Facility Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties contained Party set forth in Article V or any and in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and except warranty that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent statements furnished pursuant to clauses (aany qualification therein) and (b), respectively, of Section 6.01in all respects on such respective dates. (b) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or Alternative L/C Issuer or the Swing Line Lender Lender, as applicable, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) It shall not be unlawful in any applicable jurisdiction for that Lender to perform its obligations to lend its participation of the relevant Credit Extension on the date of such Credit Extension, as applicable. Each Request for Credit Extension (other than (i) with respect to a Limited Condition Transaction, (ii) a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Restatement Effective Date (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Restatement Effective Date is in each case subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except provided that such materiality qualifier shall not be applicable apply to the extent that any representations and warranties that such representation or warranty is already are qualified or modified by materiality in the text thereof) ), on and as of the date of such Credit ExtensionExtension (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), 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 (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.03(a4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension (or, for the purposes of Section 4.01(a)(vi), from the occurrence of the Closing Date). (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionBorrowing or as of such earlier date, as applicable.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof and Section 7.11 shall be satisfied after giving effect to such Credit Extension on a Pro Forma Basis. (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 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Revolving Credit Loan Notice requesting only the a conversion of Revolving Credit Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that for such materiality qualifier shall not be applicable to any representations and warranties that already are qualified have a materiality or modified by materiality Material Adverse Effect qualification, which shall be true and correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Revolving Credit Loan Notice requesting only a conversion of Revolving Credit 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except provided that such materiality qualifier any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall not be applicable true and correct (after giving effect to any representations and warranties that already are qualified or modified by materiality qualification therein) in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, however, that for so long as the Borrower maintains a customary commercial paper lending facility, the representations set forth in Section 5.04(b) and Section 5.06 shall be excluded from this clause (a). (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate SOFR Loans) is subject to the following conditions precedent, and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V this Agreement or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by Material Adverse Effect or modified by materiality other materiality, in the text thereofwhich case such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Rate SOFR Loans) submitted by the Borrower Borrower, and each Borrowing of Swingline Loans pursuant to an Autoborrow Agreement, shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each L/C Issuer and each Lender to honor any Request for make each Credit Extension hereunder (other than a Loan Notice requesting only the which shall not include any conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loansany outstanding Loan) is subject to the following additional conditions precedentprecedent that: (a) The no Default or Event of Default shall have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof; (b) the representations and warranties of the Borrower, the Parent Guarantor Company and the each other Loan Parties contained Party in Article V VI hereof or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of the making of, and after giving effect to, such Credit ExtensionExtension with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct correct, in all material respects, as of such earlier date; provided 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); and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in Section 5.06(b6.04(a)(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and (b), respectively; (c) to the extent requested by the Administrative Agent or any Lender, a senior executive of the Company shall have certified compliance with clauses (a) and (b), respectively, of Section 6.01.) above to the Administrative Agent; and (bd) No Default shall exist or would result from such proposed Credit Extension. (c) The the Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower The Company shall be deemed to be have made a representation and warranty hereunder as of the time of each Credit Extension hereunder that the conditions specified in Sections 4.03(a) and (b) such clauses have been satisfied on and fulfilled as of the date of the applicable Credit Extensionsuch time.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any 5 and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, ; except (x) that any such representations and warranties that are qualified by reference to materiality or Material Adverse Effect shall be true and correct in all respects; (y) 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, and except (z) that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Loan Notice (other than (x) a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate LoansTerm SOFR Loans and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to the satisfaction of each of the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations representation and warranties that warranty is already are qualified or modified by materiality in the text thereofwhich case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except to the extent that any representation and warranty as of such earlier date is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects as of such earlier date), and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Loan Notice in accordance with the requirements hereof. Each Request for Credit Extension Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:precedent (provided that notwithstanding anything in this Section 4.02 to the contrary, only the accuracy of the representations and warranties of the Borrower and its Subsidiaries specified in Sections 5.01(b)(ii), 5.02 (with respect to the authorization of the execution and delivery of each of the Loan Documents), 5.02(a), 5.02(c), 5.04, 5.14, 5.18, 5.21 and 5.25; provided that (A) with respect to Section 5.02(c), to the extent any such conflicts could, individually or in the aggregate, reasonably be expected to give rise to a Combined Material Adverse Effect, (B) with respect to Section 5.18, as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transaction, (C) with respect to Section 5.21, to the extent that any Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Section 6.12) is not or cannot be made or granted on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the Uniform Commercial Code and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its domestic Subsidiaries with respect to which a Lien may be perfected upon the Closing Date by the delivery of a stock certificate) after use by the Borrower of commercially reasonable efforts to do so, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Closing Date but shall be required to be delivered within the time periods to be mutually agreed by the Borrower and the Administrative Agent), shall be a condition to the Credit Extension on the Closing Date): (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are unless otherwise qualified or modified by materiality in or the text thereofoccurrence of a Material Adverse Effect) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to Section 4.03 and the satisfaction of the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct correct, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) respects, on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) After giving effect to all requested Credit Extensions, the Total Outstandings shall not exceed the lesser of (i) the Facility Amount and (ii) the Borrowing Base then in effect, and if after an Unsecured Conversion, less any Permitted Unsecured Debt. (c) No Default or Event of Default shall exist exist, or would result result, from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (cd) 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:precedent (in addition to the satisfaction of the conditions precedent set forth in Section 4.01 as of the Closing Date): (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties contained in Article V or any (other than Section 5.06) and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for . For purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.; (b) No Default shall exist exist, or would result from such proposed Credit Extension.; (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; (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency; and (e) Since the date of the most recent financial statements provided pursuant to Section 6.01, there shall have been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to cause (i) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any of the Loan Documents (unless such impairment is a result of the Administrative Agent’s or any Lender’s affirmative actions or omissions); or (ii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Loan Notice requesting only the a conversion of Loans from one Type to another or the other Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V (except the representations and warranties in Sections 5.04(d) and 5.05, as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent) or in any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except provided that such materiality qualifier shall not be applicable to any representations (i) if a representation and warranties that already are warranty is qualified or modified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the text thereofrepresentation and warranty made in Section 5.15(a) shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (or, except to the extent that if such representations and warranties specifically refer to representation speaks as of an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit Extension. (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 Loan Notice requesting only a conversion of Loans to the other Type or Type, (ii) a continuation of Eurodollar Rate Loans, or (iii) a Swing Line Loan Notice requesting only a conversion of Swing Line Loans to the other Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection herewith or therewith, shall be (i) true and correct as of the Restatement Effective Date and (ii) with this Agreementrespect to such representations and warranties of the Borrower and each other Loan Party after the Restatement Effective Date, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit ExtensionExtension (other than to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as of such date), 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, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a), (b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a), (ab) and (bc), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 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 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan DocumentDocument (other than the representation and warranty set forth in Section 5.05(c)), or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that or, to the extent any such materiality qualifier representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request request for a Credit Extension (other than a Loan Notice requesting only the conversion of Loans from one Type to another or the continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except to the extent that any such materiality qualifier representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall not be applicable true and correct in all respects (after giving effect to any representations and warranties that already are qualified or modified by materiality in the text thereofsuch qualification)) on and as of the date of such Credit Extension; provided, except to the extent that if any such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date; provided, and except that further, that, for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in Section 5.06(b6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 7.01(b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The In the case of the borrowing of Loans, the Administrative Agent andshall have received a timely Loan Notice, if applicablein the case of a Swingline Loan, the applicable L/C Issuer or the Swing Line Swingline Lender shall have received a Request timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. (d) After giving effect to such proposed Credit Extension, (x) the Total Revolving Outstandings do not exceed the aggregate Revolving Commitments and (y) the sum of Total Outstandings plus Total Bridge Facility Outstandings does not exceed the Borrowing Base. Each request for a Credit Extension described in accordance with the requirements hereof. Each Request for Credit Extension clause (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loansc) above submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) 5.02(a), (b), and (bd) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any V, (ii) the Parent contained in Article IV of the Guaranty and (iii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case .case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsection (a) of Section 5.06(b) 4.06 of the Guaranty shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.015.01 of the Guaranty. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.12 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Lender. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Lender would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate LoansLoans and other than a Request for Credit Extension for an Incremental Term Loan which shall be governed by Section 2.14(d)) including on the Closing Date is subject to the following conditions precedent: (ai) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties contained Party set forth in Article V or any and in each other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, Document shall be true and correct in all material respects (except that such materiality qualifier any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (bii) No Default shall exist or would result from such proposed Credit ExtensionExtension or from the application of the proceeds therefrom. (ciii) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender and shall have received a Request for Credit Extension in accordance with the requirements hereof. . (iv) the Borrower is in pro forma compliance with the financial covenant level set forth in Section 7.11 then in effect. (v) The Revolving Credit Exposure does not, and after making any such proposed Credit Extension would not, exceed the Revolving Credit Commitments; Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(i) and (bii) (or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) In the case of any Committed Loan Notice for any proposed Borrowing (or series of related Borrowings) in an amount equal to $25,000,000 or more, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower immediately prior to the making of such Borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying and attaching calculations demonstrating that after giving effect to the use of proceeds of such Borrowing, on a pro forma basis, the Borrower shall be in compliance with each of the financial covenants set forth in Section 7.11. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another another, or the a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that or, if qualified by materiality, Material Adverse Effect or similar language, in all respectsin the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofwarranties) on and as of the date of such the proposed Credit Extension, except to whereto the extent that such representations and warranties specifically refer expressly relate to an earlier date, or given period (in which case they such representations and warranties shall be have been true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar language, in all respects) as of such earlier datedateas of the respective date or for the respective period, as the case may be (or, in the case of Section 5.19 in all respects, and, in each case, without duplication of any materiality qualifiers set forth in such representations and warranties)) and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Loans from one Type to the other Type another, or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) ), is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished by the Borrower certification or representation provided in writing to the Administrative Agent or the Lenders Collateral Agent by a Responsible Officer of a Loan Party under or in connection with this AgreementAgreement or any other Loan Document, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03(a) 5.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01. (b) No Default shall exist exist, or would result from from, such proposed Credit Extension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(aSection 5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans or Canadian BA Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties contained in Article ARTICLE V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable or, with respect to any representations and warranties such representation or warranty that already are is qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects as drafted) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects as drafted) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a), (b) and (f) shall be deemed to refer to the most recent statements furnished pursuant to clauses Sections 6.01(a), (ab) and (bc), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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. (d) Notwithstanding anything to the contrary set forth herein (but subject to Sections 2.01(c)and (d)), it shall be a condition precedent to each Credit Extension that after giving effect thereto (and the use of the proceeds thereof): (i) the Aggregate U.S. Borrower Exposure would not exceed 100% of the U.S. Borrowing Base at such time; (ii) the Aggregate Canadian Borrower Exposure would not exceed the lesser of (x) 100% of the Canadian Borrowing Base at such time and (y) the Canadian Sublimit then in effect; and (iii) the Aggregate Exposure at such time would not exceed the Total Revolving Commitment at such time. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Canadian BA Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a), (b) and (bd) have been satisfied and the Borrowers have satisfied the Borrowing Base Certificate delivery requirements in accordance with Section 6.02(a), in each case, on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.06(b) 5.03 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent and any Lender, to the extent required by Section 2.14. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. (f) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Second Restatement Effective Date (other than a Committed Loan Notice requesting only a Conversion of Committed Loans to the conversion of Loans from one Type to another other Type, or the a continuation of Eurodollar LIBOR Rate Loans) and of each L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Second Restatement Effective Date is in each case subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other each Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit 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, (ii) in the case of any representation and except that warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of Eurodollar LIBOR Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor and the other Loan Parties Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (ii) 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, and date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects), (iii) for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. and (iv) the representations and warranties contained in Section 5.05(c) and 5.06(a)(ii) do not need to be true and correct for any Borrowing. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) 4.02(a), and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Loans from one Type to another the other Type, or the a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Borrower, the Parent Guarantor Borrower and the each other Loan Parties Party contained in Article V or any other Loan Document, or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofcontained therein) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in Section 5.06(bSections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or from 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; provided that no L/C Applications shall be required in connection with the Existing Letters of Credit becoming Letters of Credit issued hereunder. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only the a conversion of Committed Loans from one Type to another the other Type, or the a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Borrower, the Parent Guarantor and the other Loan Parties Borrowers contained in Article V or any and (ii) each Loan Party contained in each other Loan Document, Document or which are contained in any document furnished by the Borrower to the Administrative Agent or the Lenders at any time under or in connection with this Agreementherewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.03(a) 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.06(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. (b) No Default shall exist exist, or would result from such proposed Credit ExtensionExtension or 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. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. (e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.