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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects 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 and date, (ii) with respect any representation or warranty that is already by its terms qualified as to representations and warranties that do not contain a materiality qualification “materiality”, “Material Adverse Effect” or similar language 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, date after giving effect to such qualification and in each case except that (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively., of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct 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) 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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent Lender 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. (e) 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 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) and (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 Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. Each Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 the L/C Issuer to honor any 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) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects on and as of the date of such L/C Credit Extension, 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) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.respects; (b) No Default or Event of Default shall exist, or would result from such proposed L/C Credit 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; (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred (in determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect); and (e) The Letters of Credit requested under any Request for Credit Extension shall have been Cash Collateralized. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable L/C Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties.

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 other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 other than those set forth in any document furnished at any time under or in connection herewith or therewithSection 5.05(c) and Section 5.06, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not 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 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) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would result from such proposed Credit 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. 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 Term SOFR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Loan Notice (other than (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or 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 Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (except 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 Loan Notice in accordance with the requirements hereof. Each Request for Credit Extension Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Co-Borrowers a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. In addition, solely to the extent the Borrower has delivered to the Administrative Agent a Notice of Intent to Cure pursuant to Section 8.04, no Request for Credit Extension shall be honored after delivery of such notice until the applicable Cure Amount specified in such notice is actually received by the Borrower. For the avoidance of doubt, the preceding sentence shall have no effect on the continuation or conversion of any Loans outstanding.

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 other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any other Loan DocumentDocument shall be true and correct in all material respects (or, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect if the applicable representation and warranty is already subject to representations and warranties that contain a materiality qualificationstandard, 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 (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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall then exist, or would result from shall exist after giving effect to such proposed Credit Extension or from the and any 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) would make such Credit Extension commercially unavailable 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 Rate Loans) submitted by the Co-Borrowers U.S. Borrower shall be deemed to be a representation and warranty that the relevant conditions specified in Sections 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 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct on and as of the date of such Credit Extension, in all material respects (except to the extent that such representations and warranties specifically refer already qualified by materiality pursuant to an earlier date, the terms thereof 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers 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 4.02(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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 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 in each case 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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (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 or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or (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 Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth except the representations and contained warranties in Sections 5.05(c5.04(c) and 5.065.05, 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (provided that (i) if a representation and warranty is qualified by materiality it shall be true and correct in all respects and (ii) the representation 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (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 Extension or from the application of the proceeds thereofExtension. (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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (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 or Event of Default shall then exist, or would result from such proposed Credit Extension 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) Loans or Term SOFR 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 Co-Borrowers each Loan Party set forth in Article 5 and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans or Term SOFR Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 and the L/C Issuer to honor any 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) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall 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 in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 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 Type, or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or 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 Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion Conversion of Committed Loans to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material 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 as of such earlier date and date, (ii) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. (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 Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers each Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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 Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofthereof 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 Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or 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 Co-Borrowers each Loan Party set forth in Article 5 and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans or , solely with respect to Term A-2 Dollar Loans, Term SOFR Loans) is subject to the following conditions precedent: (a) The Subject to Section 2.14(d)(ii) in the case of an Incremental Loan the primary purpose of which is to fund an acquisition, the representations and warranties of the Co-Borrowers Parent Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event Subject to Section 2.14(d)(i) in the case of an Incremental Loan the primary purpose of which is to fund an acquisition, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans or, solely with respect to Term A-2 Dollar Loans, Term SOFR Loans, or an Incremental Loan subject to Section 2.14(d)) submitted by the Co-Borrowers Parent Borrower after the Effective Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or (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 Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth except, from and contained after the time that the Borrower obtains an Investment Grade Rating from two of S&P, ▇▇▇▇▇’▇ or Fitch, the representations and warranties in Sections 5.05(c) 5.04(d), 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, 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 (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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 than, (i) on the Closing Date, (ii) in connection with a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or 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 Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed 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 Co-Borrowers 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 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans or Term SOFR Loans) is subject to the following conditions precedent: (a) The Subject to Section 2.14(d)(ii) in the case of an Incremental Loan the primary purpose of which is to fund an acquisition, the representations and warranties of the Co-Borrowers Parent Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event Subject to Section 2.14(d)(i) in the case of an Incremental Loan the primary purpose of which is to fund an acquisition, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans or Term SOFR Loans, or an Incremental Loan subject to Section 2.14(d)) submitted by the Co-Borrowers Parent Borrower after the Effective Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 a conversion of Committed Loans to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Rate SOFR Loans) submitted by the Co-Borrowers 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 4.02(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 other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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; provided, however, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (c) Since the Closing Date no event or events shall have occurred which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) 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 Co-Borrowers Borrower Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LoansLoans and other than a Request for Credit Extension for an Incremental Facility which shall be governed by Section 2.14) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 warranty that is qualified as to “materiality”, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) “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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 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 Co-Borrowers a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (bb)(or, in the case of a Request for Credit Extension for an Incremental Facility, the conditions specified in Section 2.14) 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 other Type, or 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 precedentprecedent in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions: (ai) The representations and warranties of the Co-Borrowers each Loan Party set forth in Article 5 and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.02(i) and (bii) (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.

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 a conversion of Committed Loans to the other Type, or (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 Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth except the representations and contained warranties in Sections 5.05(c5.04(d) and 5.065.05, 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation 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 (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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 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 respect to such representations and warranties that contain a materiality qualificationof the Borrower and each other Loan Party after the Restatement Effective Date, shall be true and correct in all material respects 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 (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 4.02, the representations and warranties contained in Sections 5.05(a), (b) and (bc) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a), (b) and (bc), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans from one Type to the other Typeanother, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (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 representations and warranties) 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, and as the case may be (or, in the case of Section 5.19 in all respects, and, in each case case, without duplication of any materiality qualifiers set forth in such representations and warranties)) and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans from one Type to the other Type another, or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material 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 have been true and correct in all material respects as of such earlier date, and in each case except (ii) that for purposes of this Section 4.024.02 on any date after the Closing Date, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) and, in the case of that statements furnished pursuant to Section 6.01(b), respectivelythe representations contained in Section 5.05(a), as modified by clause (ii) of this Section 4.02(a), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 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 L/C Issuer and each Lender to honor any Request for make each Credit Extension hereunder (other than a Committed Loan Notice requesting only a which shall not include any conversion of Committed Loans to the other Type, or a 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 Co-Borrowers Company and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI hereof or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct correct, in all material 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 date; provided that any representation and (ii) with respect warranty that is qualified as to representations and warranties that do not contain a materiality qualification “materiality”, “Material Adverse Effect” or similar language 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 Extension or on such earlier date, as the case may be (after giving effect to such qualification); and in each case except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(aSection 6.04(a)(i) and (bii) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 7.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The 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) above to the Administrative Agent; and (d) 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 of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers 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 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 or at the request of the Borrower or any Subsidiary at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.024.03, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall existhave occurred and be continuing, or would immediately result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(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 a conversion of Committed Loans to the other Type, or 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 Co-Borrowers each Loan Party set forth in Article V and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (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 or Event of Default shall then exist, or would result from such proposed Credit Extension 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) Loans and other than a Request for Credit Extension for an Incremental Facility 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 Co-Borrowers each Loan Party set forth in Article V and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent and, if applicable, the applicable relevant 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.02(i) and 4.02(ii) (bor, 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 Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type, Type or 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 Co-Borrowers Lead Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations which are qualified by materiality shall be true and warranties that contain a correct, and (ii) which are not qualified by materiality qualification, shall be true and correct in all material respects, in 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 as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification shall be correct, or true and correct in all material respects on and respects, as of the date of such Credit Extensioncase may be, 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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent consolidated statements furnished pursuant to Sections 6.01(aclauses (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 Extension 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 Committed 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 Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 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 other Typea Loan to, or a continuation of of, a Eurodollar Rate LoansLoan) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI or any other Loan Credit Document, or which that are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 except: (i) 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 as of such earlier date; (ii) in the case of the initial Credit Extension hereunder, but only in such case (it being understood that, notwithstanding anything else provided for in the Credit Documents, the only representations and warranties that shall be required to be made as a condition to the initial Credit Extension hereunder are the representations and warranties referred to in each case except this Section 5.02(a)(ii)) (A) the representations and warranties in Section 6.01 (a) and (b)(i), 6.02(a), 6.04 and 6.15 of the Credit Agreement shall be true and correct in all material respects and (B) the representations made by or on behalf of Triumph Healthcare in the Triumph Merger Agreement, but only to the extent that the Borrower has the right to terminate its obligations under the Triumph Merger Agreement as a result of a breach of such representations in the Triumph Merger Agreement, shall be true and correct in all material respects; (iii) that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent annual audited or company-prepared quarterly unaudited, as applicable, financial statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively) of Section 7.01. (b) No With respect to Requests for Credit Extension made after the Closing Date, no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofExtension. (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 Co-Borrowers Borrower after the Closing Date shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(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 in connection with a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction of the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Parent Borrower and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material 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 (and in all respects if qualified by materiality) as of such earlier date, date and in each case except (ii) that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections Section 6.01(a) and (bSection 6.01(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 footnotes and year-end audit adjustments. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) At the time of and immediately after giving effect to such Credit Extension, the aggregate Revolving Exposure of all Lenders at such time shall not exceed the Line Cap. 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 Co-Borrowers any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a), Section 4.02(b) and (bSection 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (or, in the case 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 as of such earlier date and date, (ii) with respect any representation or warranty that is already by its terms qualified as to representations and warranties that do not contain a materiality qualification “materiality”, “Material Adverse Effect” or similar language 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, date after giving effect to such qualification and in each case except (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, 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 date, (ii) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 daterespects, and in each case except that (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively., of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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; (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred (in determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect); and (e) 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 Agent to cease making Loans and issuing Letters of Credit, 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 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 (i) in connection with a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LoansLoans and (ii) 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 Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed 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 Co-Borrowers 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 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth or any representations and contained warranties of any Loan Party in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, 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), on and as of the date of such Credit ExtensionExtension (or, except to for the extent that such representations and warranties specifically refer to an earlier datepurposes of Section 4.01(a)(vi), 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 ExtensionClosing 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 in each case except that for purposes of this Section 4.02, (i) the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01 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 or Event of Default shall exist, or would result from such proposed Credit Extension or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 the Lender to honor any 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) and the L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: : (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (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 or warranty qualified by materiality, such representation or warranty shall be true and correct in each case except that all respects, (subject to such qualification), (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively. , of Section 6.01, and (iv) for purposes of this Section 4.02, the representations and warranties with respect to any Schedules shall be deemed to refer to the most recently updated Schedules furnished by the Lead Borrower pursuant to Section 6.14(b) and accepted by the Lender in writing; (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 TheSubject to Section 1.07, the obligation of each Lender to honor any Request for Credit Extension (other than with respect to a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Co-Borrowers Borrower and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such representation or 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 (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects) as of such earlier date, and in each case except that for purposes of this Section 4.02, after the delivery of financial statements pursuant to Section 6.01(a) and (b), the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that that the only representations and warranties the accuracy of which shall be a condition to the availability of the initial Credit Extension on the ClosingRestatement Date shall be the Specified Representationsrepresentations specified in Section 7 of the Fifth Amendment. (b) No Default or Event of other than with respect to the initial Credit Extensions on the ClosingRestatement Date, no Default shall existhave occurred and be continuing, or would result from such proposed Credit 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; provided, however, that no L/C Applications shall be required in connection with the Existing Letters of Credit becoming Letters of Credit issued hereunder pursuant to Section 2.03(a)(i). 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Revolving Credit Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Parties 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (except as may otherwise be limited in connection with a New Revolving Credit Commitment pursuant to Section 2.13(c)), 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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofthereof (except as may otherwise be limited in connection with a New Revolving Credit Commitment pursuant to Section 2.13(c)). (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 Revolving Credit Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 and the L/C Issuer to honor any 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) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall 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 in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 Swingline 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, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans from one Type to the other Type another Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers either Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 including on the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Companies and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansLoans or (ii) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition) submitted by the Co-Borrowers shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 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 and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other TypeTerm SOFR Loans, or (z) a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (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, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectivelyrespectively and (ii) the representations and warranties contained in Section 5.05(c) and Section 5.15 shall only be made by the Borrower on the date of the initial Credit Extension hereunder; provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 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, such currency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other Type Term SOFR Loans, or (z) a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Company and each other Loan 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 at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, shall 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 Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification shall qualification, 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 4.02, (A) the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01 and (B) the representations and warranties contained in subsection (a) of Section 5.13 shall be deemed to refer to Schedule 5.13 as supplemented by each of the reports furnished pursuant to clause (g) of Section 6.02. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default shall exist (including, after the Restatement Effective Date, with respect to Section 7.15 as of the end of the most recently ended fiscal quarter whether or Event not any Revolving Credit Exposure existed at the end of Default shall existsuch fiscal quarter), or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Co-Borrowers a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Eurodollar Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The the representations and warranties (x) of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained V, in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (iiy) with respect to representations and warranties that do not contain a materiality qualification of each “Macy’s Party” (as such term is defined in the Master Agency Agreement) contained in the Master Agency Agreement, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) (other than with respect Section 5.05(c) hereof or Section 2.05(c) of Annex A of the Master Agency Agreement) 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 warranty qualified by materiality or “Material Adverse Effect”, such representation and warranty shall be true and correct in each case except that all respects, and (iii) for purposes of this Section 4.02, the representations and warranties contained set forth in Sections 5.05(asubsection (a) and (b) of Section 5.05 shall be deemed to refer to made only on the most recent statements furnished pursuant to Sections 6.01(a) Closing Date and (b), respectivelynot remade. (b) No no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The Administrative the Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Extension, in accordance with the requirements hereof; (d) solely with respect to a request for a Revolving Loan or any L/C Credit Extension, no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Eurodollar Rate Loan Notice requesting only a conversion of Committed Loans to the other into another Type or and/or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty by the Borrower that the conditions specified in Sections 4.02(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 Agent to cease making Loans and the L/C Issuer to cease issuing Letters of Credit, 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 Borrower; provided, that the making of any such Revolving 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 other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) and an increase in Commitments in accordance with Section 2.14 is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 Borrowers or any other Loan Party at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 ExtensionExtension and any Increase Effective 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 as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereofincrease in Aggregate Commitments in accordance with Section 2.14. (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 or the certificate referred to in Section 2.14(b) with respect to any increase in Aggregate Commitments, as applicable, 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 LoansCommitted Loan Notice) and certificate referred to in Section 2.14(b) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit ExtensionExtension or the Increase Effective 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 a conversion of Committed the Loans to the other Type, Type or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) 1. The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all 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, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as of such earlier date, and in each case except that (i) if the proceeds of such Loan are to be used to support the Borrower’s commercial paper program, the representations set forth in Sections 6.06 and 6.09(a) need not be made and (ii) for purposes of this Section 4.025.02(a), the representations and warranties contained in Sections 5.05(a) and (b) Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 7.04(a) and (bSection 7.04(b), respectively. (b) 2. No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) 3. 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. 4. 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 Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 Committed Loan Notice, Term Loan Notice or a 2015 Term Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Company and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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 only as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.11. (b) No Default, Event of Default or Event of Senior Note Indenture Default shall exist, or would result from such proposed Credit 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. d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice, Term Loan Notice or 2015 Term Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Co-Borrowers each Loan Party set forth in Article 5 and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects 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 that any representation and in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (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 Sections 6.01(aany qualification therein) and (b), respectivelyin all respects on such respective dates. (b) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom (except in connection with a Credit Extension on the Closing Date). (c) The Administrative Agent and, if applicable, the applicable relevant 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and (band, if submitted after the Closing Date, Section 4.02(b)) have been satisfied on and as of the date of the applicable Credit Extension; provided that the only representations the accuracy of which shall be a condition to Credit Extensions hereunder on the Closing Date are the representations set forth in Sections 4.01(e) and (i). Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.

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 other Type, or a continuation of Eurodollar Rate Loans) (including the funding of any Term A Loan under the Fourth Amendment Increase Term A Loan Commitments) is subject to the following conditions precedentprecedent (or, in the case of a Credit Extension under the Fourth Amendment Increase Term A Loan Commitments, waiver thereof by the Lenders then holding more than fifty percent (50%) of the aggregate unused Fourth Amendment Increase Term A Loan Commitments):: (a) The Except as provided in the last paragraph of Section 2.13(b) and in the proviso to this Section 4.02(a), the representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, 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) 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 4.02, the representations and warranties contained in Section 5.05 and Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 7.01(a) and (b); provided that, in the case of a proposed Credit Extension under the Fourth Amendment Increase Term A Loan Commitments or the Closing Date Revolving Commitments, in each case, the proceeds of which are used to fund a Permitted Acquisition or other Investment permitted hereunder, the condition in this Section 4.02(a) shall instead be that (i) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, were 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) on and as of the date of entry into the applicable definitive agreement for such Permitted Acquisition or Investment, except to the extent that such representations and warranties refer to an earlier date, in which case they were 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 4.02, the representations and warranties contained in Section 5.05 and Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 7.01(a) and (b) and (ii) the representations and warranties of the Borrower and each other Loan Party contained in Sections 5.01(a) (with respect to representations organizational existence only), 5.01(b) (with respect to power and warranties that do not contain a materiality qualification authority to execute and deliver the Loan Documents only), 5.02(b) (including with respect to due authorization), 5.08, 5.11, 5.16, 5.20 and 5.26 (solely with respect to use of proceeds) 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Except as provided in the last paragraph of Section 2.13(b) and in the proviso to this Section 4.02(b), no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof; provided that, in the case of a proposed Credit Extension under the Fourth Amendment Increase Term A Loan Commitments or the Closing Date Revolving Commitments, in each case, the proceeds of which are used to fund a Permitted Acquisition or other Investment permitted hereunder, the condition in this Section 4.02(b) shall instead be that (i) no Default or Event of Default existed on the date of entry into the applicable definitive agreement for such Permitted Acquisition or Investment and (ii) no Event of Default under Section 9.01(a) or 9.01(i) shall exist and be continuing, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, shall 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 on and as of the date of such Credit Extension, except except, in any 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 TheSubject to the provisions of Section 1.08 with respect to Specified Acquisition Loans, Incremental Term Loans or other applicable term loans hereunder the proceeds of which are to be used to fund a Limited Condition Acquisition, the obligation of each Lender to honor any Request for a 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 Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall 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 (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 of changes resulting from transactions contemplated or permitted by this Agreement and warranties specifically refer to an earlier date, changes occurring in the ordinary course of business which case they shall be true and correct singly or in all material respects as of such earlier date, and in each case except that for the aggregate do not have a Material Adverse Effect. For purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 6.04(a) and or (b), respectivelyas applicable. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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 of Committed Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and and/or (b) ), as applicable, 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 other Type, or a continuation of Eurodollar EurocurrencyBenchmark Rate LoansLoans and other than a Request for Credit Extension for an Incremental Facility 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 Co-Borrowers each Loan Party set forth in Article V and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent and, if applicable, the applicable relevant 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar EurocurrencyBenchmark Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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, including the initial 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) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Parent and each other Loan Party the Borrower 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 Compliance Certificate furnished at any time under or in connection herewith or therewithherewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01; provided, however, that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects on and as of the date of such Credit Extension or such earlier date, as applicable. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 the Lender to honor any 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) and the L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (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 or warranty qualified by materiality, such representation or warranty shall be true and correct in each case except that all respects, (subject to such qualification), (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively., of Section 6.01, and (iv) for purposes of this Section 4.02, the representations and warranties with respect to any Schedules shall be deemed to refer to the most recently updated Schedules furnished by the Lead Borrower pursuant to Section 6.14(b) and accepted by the Lender in writing; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The Administrative Agent Lender 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 since the date of the Audited Financial Statements; and (e) No Overadvance shall result from such Credit Extension: provided, that without limiting the foregoing, the Lender shall have no obligation to honor a Request for Credit Extension on or after the Closing Date, until the Lender shall have received from the Borrowers a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Lender, and until the delivery thereof the decision to honor any Request for Credit Extension shall be made in the sole discretion of the Lender or the L/C Issuer, as applicable. 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 Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (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 correct in each case except 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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 Lenders 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 and each L/C Issuer to honor any Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate RateSOFR Loans) is subject to the following conditions precedent: (a) The the representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. Each Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of Eurodollar Rate RateSOFR Loans) submitted by the Co-Borrowers Partnership shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.. - 84 - NAI-1535672020v11535672020v8

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 other Type, or a continuation of Eurodollar LIBO Rate Loans) and of the Administrative Agent to endeavor to cause each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (i) such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (73) as of such earlier date, and (ii) such representations are qualified by “materiality” or “Material Adverse Effect”, in each which case they shall be true and correct in all respects, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. (d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. (e) 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 Co-Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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, 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 (x) Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate LoansLoans and or (y) a Request for Credit Extension for an Incremental Revolving Facility which shall be governed by Section 2.14(d)) is subject to the provisions of Section 1.03(c) and the following conditions precedent: (ai) The representations and warranties of the Co-Borrowers each Loan Party set forth in Article V and in each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all 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 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 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 in each case date (except that for purposes of this Section 4.02, the representations any representation and warranties contained in Sections 5.05(a) and (b) warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) true and (bcorrect in all respects as so qualified), respectively. (bii) No Default or Event of Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (ciii) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. (iv) After giving effect to such proposed Credit Extension and the use of proceeds thereof, either (x) Excess Availability is not less than the greater of (A) 10.0% of the Line Cap and (B) $40,000,000, or (y) the Fixed Charge Coverage Ratio is not less than 1.00:1.00. (v) After giving effect to such purposed Credit Extension and the use of proceeds thereof, the Availability 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 Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.02(i) and (bii) (or, in the case of a Request for Credit Extension for an Incremental Revolving Facility, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension and that after giving effect to such Credit Extension, the Availability Conditions shall be 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans and other than a Canadian Loan Notice requesting only a conversion of Canadian Loans to the other Type, or a continuation of CDOR Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Co-Borrowers US Borrower contained in Article V and (ii) each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any each other Loan DocumentDocument or, or which are contained in each case, in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which 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 in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The With respect to a Borrowing, conversion or continuation of Committed Loans, an L/C Credit Extension or a Swing Line Loan (if no Autoborrow Agreement is then effect), 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) With respect to a Borrowing, conversion or continuation of Canadian Loans, or the issuance, amendment or extension of a Canadian Letter of Credit, the Canadian 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 and each L/C Issuer to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion including any Credit Extension made pursuant to Section 2.14 and including, in the case of Committed Loans to Sections 4.02(a) and (c)), the other Type, or a continuation of Eurodollar Rate LoansCredit Extensions made on the Original Closing Date) is subject to the satisfaction of the following conditions precedent:; provided that a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans shall not be deemed a Credit Extension for the purposes of this Section 4.02. (a) The representations and warranties of the Co-Borrowers each Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except that the representations contained in Sections 5.02, except 5.04 and 5.13 shall be the only representations the accuracy of which shall be a condition to the Credit Extensions made on the Original Closing Date); provided that 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 in each case except warranty that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) true and (b), respectivelycorrect in all respects on such respective dates. (b) No Default or Event Except in the case of the Credit Extensions made on the Original Closing Date, no Default shall exist, exist or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the relevant 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 Eurocurrency Rate Loans) submitted by the Co-Borrowers Borrowers’ Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (other than in respect of the Credit Extensions made on the Original Closing Date) (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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified 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 (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of the initial Credit Extensions hereunder (other than in connection with the Existing Letters of Credit), all Real Property Security Documents described in Sections 4.01(a)(v) and 6.16 shall have been received by the Administrative Agent. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of (i) the Co-Borrowers and each other Loan Party contained in Article V and (other than those set forth and ii) each Borrower contained in Sections 5.05(c) and 5.06) or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. (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 Co-Borrowers ▇▇▇▇▇▇▇▇▇ shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all 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, if such representation or warranty is qualified by materiality or material adverse effect, it shall be true and correct in all respects as drafted) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01 and to the applicable Borrower. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 L/C Issuer to honor any 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 RateSOFR Loans) is subject to the following conditions precedent:: ACTIVE 61134624v18 111 (a) The representations and warranties of the Co-Borrowers Lead Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and Sections 5.05(b) and (bc) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from from, such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) After giving effect to such proposed Credit Extension, Availability shall be not less than $1.00. (e) The report and opinion of the independent certified public accountants with respect to the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a) shall not contain a qualification, exception or explanatory note of the type described in clause (B) of Section 6.01(a). 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 RateSOFR Loans) submitted by the Co-Borrowers any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans from one Type to the other Typeanother, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect or similar language, in all respects) on and as of the date of such the proposed Credit Extension, except to the extent that where such representations and warranties specifically refer expressly relate to an earlier date, 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 date, date and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans from one Type to the other Type another, or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V and in each other Loan Document (other than those set forth than, in the case of any Credit Extension after the Closing Date, the representations and warranties contained in Sections 5.05(c), 5.06(b) and 5.065.09) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (provided that representations already qualified by “materiality” or “Material Adverse Effect” 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 (provided that representations already qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Administrative Agent and, if applicable, the applicable relevant L/C Issuer or the relevant 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) If the applicable Borrower is CBV, then the opinion referred to in Section 6.15 shall have been delivered to the Administrative Agent. 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 Alternative Currency Term Rate Loans) submitted by the Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 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 (x) a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of Eurodollar Rate LoansLoans or (y) a Letter of Credit Application with respect to any amendment, modification, renewal or extension of a Letter of Credit that does not increase the stated amount of such Letter of Credit) is subject to the following conditions precedent: (ai) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any other Loan DocumentDocument shall be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which are contained in any document furnished at any time under or in connection herewith or therewithcase, (i) with respect to representations and warranties that contain a materiality qualification, 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 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 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(unless already qualified by materiality or “Material Adverse Effect”, in which case case, they shall be true and correct in all material respects respects), as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01, and (ii) after giving effect to all requested Credit Extensions, the Total Outstandings shall not exceed the Aggregate Revolving Commitments. (b) No Default or Event of Default shall exist, or would result result, from such proposed Credit 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. Each Request for Credit Extension (other than (x) a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of Eurodollar Rate LoansLoans or (y) a Letter of Credit Application with respect to any amendment, modification, renewal or extension of a Letter of Credit that does not increase the stated amount of such Letter of Credit) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Revolving Loan Notice, Term A-1 Loan Notice or a Term A-2 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) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Company and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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 only as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections Section 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.11; provided that, (i) to the extent that any representation or warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language) in each case on and as of such date or such earlier date, as applicable and (ii) the representations and warranties of the Company contained in (A) the last sentence of Section 5.05(a) and (B) Section 5.06(b) shall only be made on the Closing Date. (b) No Default or Default, Event of Default or Senior Note Indenture Default shall exist, or would result from such proposed Credit 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, which Request for Credit Extension shall include a certification that no Default, Event of Default or Senior Note Indenture Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 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 Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b); provided that, respectivelyto the extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, such representations and warranties shall be true and correct in all respects. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) At the time of and immediately after giving effect to the proposed Credit Extension, the Revolver Usage shall not exceed the Line Cap. (d) 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 Revolving Credit Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers any Borrower shall be deemed to be a representation and warranty that that, to the extent applicable, the conditions specified in Sections Section 4.02(a), (b) and (bc) have been satisfied or will be satisfied on and as of the date of the applicable Credit Extension and the Administrative Agent shall have received for the account of such Lender or such L/C Issuer a certificate signed by a duly authorized officer of the applicable Borrower, dated the date of such Credit Extension, stating that such statements are true.

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 Revolving Loans or a portion of the Term Loan to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material 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 as of such earlier date and date, (ii) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 daterespects, and in each case except that (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively., of Section 6.04; (b) No Default or Event of Default shall exist, or would result from immediately after giving effect to such proposed Credit 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) 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 Revolving Loans or a portion of the Term Loan to the other Type Type, or a continuation of Eurodollar LIBO Rate Loans) submitted by the Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 Agent, Term Loan Agent, Lenders, L/C Issuer, and Swing Line Lender but, until the Required Revolving Lenders otherwise direct the Agent to cease making Committed Revolving Loans and direct the L/C Issuer to cease issuing Letters of Credit, the Revolving Lenders will fund their Applicable Percentage of all Committed Revolving 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 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 (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LoansLoans 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 Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (except 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 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. (d) With respect to any Credit Extension, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.13 for the applicable Measurement Period (determined on a Pro Forma Basis after giving effect to such Credit Extension, and all other incurrence and repayments of Indebtedness on the same date or prior thereto (to the extent any such repayment is permitted by the Loan Documents)); provided that in determining such financial covenants, the proceeds of any Committed Loan or Swing Line Loan to be made on the date of such Credit Extension shall be excluded in calculating cash and Cash Equivalents. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 for a delayed draw Term Loan (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 hereofhereof during the Term Loan Availability Period. 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 SOFR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) 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 (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Credit Extension, it being understood and agreed that any violation of any covenant contained in Section 7.11 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, exist and be continuing either prior to or would result from after giving effect to such proposed Credit 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. 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (ai) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification 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) 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 in each case 72 except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (bj) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (ck) No Material Adverse Effect shall have occurred, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Effect, relating to the consolidated financial condition or business of the Loan Parties since the date of the date of the most recent financial statements delivered pursuant to Section 4.01(a)(ix) or Section 6.01, as applicable. (l) 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 either of the Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b), (c) 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 a conversion of Committed Loans to the other Type, another Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (i) to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they shall be true and correct in all material respects as of such earlier datedate or for such earlier period, as applicable, (ii) that any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in each case except all respects as of such date (but subject to the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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. (d) The Minimum Lease Term Requirement shall be satisfied. Each Request for Credit Extension submitted by the Borrower (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Loans) submitted by the Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (i) for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the date of such Credit Extension, (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, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in each case except all respects as of such earlier date and (iii) that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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. 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 Committed Loan Notice requesting only a conversion of a Committed Loans Loan to the other Typeanother Type of Committed Loan, or a continuation of Eurodollar LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans or Canadian BA 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 Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (or, in the case 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 all respects, as applicable) as of such earlier date, and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a), (b) and (bf) of Section 5.05 shall be deemed to refer to the most recent statements statements, if any, furnished pursuant to Sections 6.01(aclauses (a), (b) and (be), respectively., of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The DIP Term Facility shall be in full force and effect; (d) The Administrative Agent andAgent, 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; (e) Since the Petition Date, no Material Adverse Effect shall have occurred; (f) The proposed Credit Extension complies with the Budget (within Permitted Variances); (g) After giving effect to the proposed Credit Extension, no Overadvance shall exist; (h) The Boardriders Waiver shall be in full force and effect; and (i) There shall not be pending any motion, complaint or other pleading challenging the pre-petition claims under, or the security interests and liens securing, the Existing ABL Credit Agreement or any other similar challenge under Chapter 5 of the Bankruptcy Code. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of a Committed Loans Loan to the other another Type of Committed Loan or a continuation of Eurodollar LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans) submitted by the Co-Borrowers any Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 unless and until the Required Lenders otherwise direct the Administrative 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 Borrowers of all L/C Advances required to be made hereunder and participate in all 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, 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers each Borrower and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 (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 correct in each case except 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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 hereofhereof that includes a certification by a Responsible Officer of the Parent Borrower that such proposed Credit Extension does not violate the provisions of the KWI Note Indentures, the Existing KWE Notes or the Existing KWE Bonds (or any documents governing any of the foregoing). (d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.17 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 adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that in the reasonable opinion of the Administrative Agent or the Required Revolving 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. 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 Co-Borrowers Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Company and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that for such representations and warranties specifically refer expressly stated to an relate to a specific earlier date, in which case they such representations and warranties shall be true and 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 each all respects on such respective dates and provided, further, that, in the case except that for of the initial Credit Extension, such representations and warranties shall be limited to the Specified Representations. For purposes of this Section 4.024.02(a), the Specified Representations shall mean the representations and warranties contained set forth in Sections 5.05(aclauses (a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and of Section 5.01, Section 5.02 (but not clauses (a), (b) or (c) thereof), respectivelyand Sections 5.04, 5.13 and 5.16. (b) No Default or Event With respect to any request for an Extension of Credit to occur after the Closing Date, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (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 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 Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 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 a conversion of Committed Revolving Loans to the other Type, or 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 Co-Borrowers and each other Loan Party contained in Article VArticle V (other than those set forth and contained or in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material 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 as of such earlier date and date, (ii) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 daterespects, and in each case except that (iii) for purposes of this Section 4.024.024.02, the representations and warranties contained in Sections 5.05(asubsections (a)(a) and (bb)(b) of Section 5.065.06 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively., of Section 6.046.04; (b) No Default or Event of Default shall exist, or would result from immediately after giving effect to such proposed Credit 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) 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 Revolving Loans to the other Type Type, or a continuation of Eurodollar LIBO Rate Loans) submitted by the Co-Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b)4.02(a)and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.024.02 are for the sole benefit of the Agent, Lenders, L/C Issuer, and Swing Line Lender but, until the Required Lenders otherwise direct the Agent to cease making Committed Revolving Loans and direct the L/C Issuer to cease issuing Letters of Credit, the Revolving Lenders will fund their Applicable Percentage of all Committed Revolving 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 IVArticle 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 IVArticle 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 other Type, or 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 Facility Limit, (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 Co-Borrowers Borrower and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or 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 as of correct, in all material respects(or if such earlier date and (ii) with respect representation or warranty is qualified by materiality or reference to representations and warranties that do not contain a materiality qualification Material Adverse Effect, such representation or warranty shall be true and correct in all material respects on and as of the date of such Credit Extensionrespects), 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 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclause (a) and (b), respectivelyof Section 6.01. (bc) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (cd) The Administrative Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender Lenders 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 Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a), Section 4.02(b) and (bSection 4.02(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 to honor any Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar EurocurrencyTerm Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material respects 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 and date, (ii) with respect any representation or warranty that is already by its terms qualified as to representations and warranties that do not contain a materiality qualification “materiality”, “Material Adverse Effect” or similar language 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 datedate after giving effect to such qualification, (iii) the representations and warranties set forth in each case except that Sections 5.05(c), 5.06(b) and 5.17 shall be made only as of the Closing Date and (iv) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively., of Section 6.01; (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension 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; (d) If such Credit Extension is a Competitive Borrowing, on or before the date of such Competitive Borrowing, but prior to such Competitive Borrowing, the Administrative Agent shall have received, if requested by the applicable Competitive Loan Lender, a Competitive Loan Note payable to the order of such Competitive Loan Lender for each of the one or more Competitive Loans to be made by such Competitive Loan Lender as part of such Competitive Borrowing, in a principal amount equal to the principal amount of the Competitive Loan to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Loan in accordance with Section 2.03; (e) If such Credit Extension is a Revolving Credit Borrowing or an L/C Credit Extension, after giving effect to the proposed Credit Extension, the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time; (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 and the Required Revolving Lenders (in the case of any Revolving Credit Loans to be denominated in an Alternative Currency), the Required Term Lenders (in the case of the Term Loans), the Required Delayed Draw Term Lenders (in the case of any Delayed Draw Term Loans to be denominated in an Alternative Currency), the Swing Line Lender (in the case of any Swing Line Loans) 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 (g) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 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 Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar EurocurrencyTerm Rate Loans) submitted by the Co-Borrowers Parent Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (be) 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 a Loan on the occasion of any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Borrowing and of Committed Loans each Issuing Bank to the other Typeissue, amend, renew or a continuation extend any Letter of Eurodollar Rate Loans) Credit, is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document shall be true and correct in all material 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) as to matters specifically waived or consented to by the Lenders in accordance with the provisions of this Agreement and in each case except (iii) that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Applicable Agent and, if applicable, the applicable L/C Issuer relevant Issuing Bank or the Swing Line Lender shall have received a Request for Credit Extension Committed Loan Notice in accordance with the requirements hereofof Section 2.03, a request for a Swing Line Loan in accordance with the requirements of Section 2.04(b) or a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended in accordance with the requirements of Section 2.05(b), as applicable. The satisfaction of the foregoing conditions on the Restatement Effective Date and each Tranche 2 Term Borrowing Date shall be determined after giving Pro Forma Effect to the consummation of the transactions to occur on such date. Each Request for Borrowing and each issuance, amendment, renewal or extension of a Letter of 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 Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 and the L/C Issuer to honor any 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 Term SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers Borrower and each other Loan 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 certificate or Request for Credit Extension furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 datedate (unless such representations and warranties are qualified as to “materiality” or “Material Adverse Effect”, in which case, they are true and correct in all respects), and in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsection (a) and (b), respectivelyof Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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. 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 Term SOFR Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.. CHAR1\1907976v8

Conditions to all Credit Extensions. The obligation of each Lender and each L/C Issuer to honor any Request for Credit Extension (or make any Loan or other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) Credit Extension is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers EMS and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.025.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 7.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The applicable 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 Domestic Revolving Loan 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 Domestic Administrative Agent or the Domestic Required Lenders would make it impracticable for such Domestic Revolving Loan 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 Rate Loans) submitted by the Co-Borrowers applicable Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(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 Committed RC Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Floating Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers BorrowerBorrowers and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification shall be true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which 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 or in all respects, as applicable, as of such earlier date, and in each case except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(asubsections clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclause (a) and (b), respectivelyof Section 7.01. (b) 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. (c) The Administrative AdministrativeApplicable Agent and, if applicable, the applicable L/C Issuer Issuers or the Swing Line Lender Lenders shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Committed RC Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar EurocurrencyFloating Rate Committed RC Loans) submitted by the Co-Borrowers theany Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aSection 5.02(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 make each Credit Extension hereunder (other than a Committed Loan Notice requesting only a which shall not include any conversion of Committed Loans to the other Type, or a 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 Co-Borrowers Company and each other Loan Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) VI hereof or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct correct, in all material 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 date; provided that any representation and (ii) with respect warranty that is qualified as to representations and warranties that do not contain a materiality qualification “materiality”, “Material Adverse Effect” or similar language 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 Extension or on such earlier date, as the case may be (after giving effect to such qualification); and in each case except that for purposes of this Section 4.025.02, the representations and warranties contained in Sections 5.05(aSection 6.04(a)(i) and (bii) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 7.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.; (c) The 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) above to the Administrative Agent; and, if applicable, (d) the applicable L/C Issuer or the Swing Line Lender Administrative Agent 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 Co-Borrowers 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 4.02(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 a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party Borrower contained in (i) Article V and (other than those set forth and contained in Sections 5.05(cii) and 5.06) or any each other Loan Document, or which are contained in any document (including the Beneficial Ownership Certification) furnished at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (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 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 and Collateral Administrator shall have received a Request for Credit Extension in accordance with the requirements hereof, which shall include a Borrower Certification. (d) No Borrowing Base Deficiency shall exist on the date of such Advance or would arise after giving effect to the relevant Advance. (e) After giving effect to the proposed Credit Extension, the Total Outstandings would not exceed the Aggregate Commitments. (f) The Borrower and Borrower Parent have complied with all Special Purpose Entity Requirements. 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 Co-Borrowers Company shall be deemed to be a representation and warranty that the conditions specified in Sections 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 and each L/C Issuer to honor any 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 SOFR Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall 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 (ii) with respect to representations and warranties that do not contain a materiality qualification Document 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) 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 in each case except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. (b) No Default or Event of Default shall exist, or would result from such proposed Credit 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 such applicable 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 SOFR Loans) submitted by the Co-Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 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 Loan/Conversion Notice requesting only a conversion of Committed Loans or the Term Loan or any portion thereof to the other Type, or a continuation of Eurodollar LIBO Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan 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 at any time under or in connection herewith or therewith, (i) with respect to representations and warranties that contain a materiality qualification, shall be true and correct in all material 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 as of such earlier date and date, (ii) with respect to representations in the case of any representation 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 Extensionwarranty qualified by materiality, 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 daterespects, and in each case except that (iii) for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 6.01. (b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (c) The Other than in connection with the Term Loan, 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) The Administrative Agent shall have received an updated Borrowing Base Certificate reflecting the outstanding Credit Extensions after giving effect to such request (it being agreed that except for Borrowing Base Certificates furnished pursuant to Section 6.02(c), the values for eligible assets will not be required to be updated). (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Borrower, any Agent, any Lender or any of their Affiliate. (f) The aggregate amount of all requested Loans and/or Letters of Credit shall not exceed Availability at such time. (g) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred. (h) No Loan Party shall have entered into any transaction, or made any payment, of the type specified in Section 7.06(d) or (e), within ninety (90) days of the date of the proposed Credit Extension, provided, however, this condition shall not apply in connection with the issuance of any Letter of Credit, any L/C Borrowing, or any other Loan for which 100% of the proceeds shall be used to repay any outstanding fees, costs or expenses (including, without limitation, the Commitment Fees, and Letter of Credit Fees), owed to any Credit Party under, or in connection with, this Agreement or any other Loan Document. Each Request for Credit Extension (other than a Committed Loan Loan/Conversion Notice requesting only a conversion of Committed Loans or the Term Loan or any portion thereof to the other Type or a continuation of Eurodollar LIBO Rate Loans) submitted by the Co-Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(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 the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Committed 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 or the Credit Parties as a result of any such failure to comply.